Sub Advisor Agreement Template for Germany

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Key Requirements PROMPT example:

Sub Advisor Agreement

"I need a Sub Advisor Agreement under German law for our Frankfurt-based wealth management firm to appoint an external sub-advisor specializing in sustainable energy investments, with specific provisions for ESG reporting and compliance with EU sustainable finance regulations."

Document background
The Sub Advisor Agreement is essential in situations where an investment manager or financial institution seeks to delegate certain investment management responsibilities to a specialized third-party advisor while maintaining oversight and primary client relationships. This document is particularly crucial in the German financial services landscape, where strict regulatory requirements govern such delegations. The agreement must comply with German financial regulations, including the Banking Act (KWG), Securities Trading Act (WpHG), and Investment Firm Act (WpIG), as well as EU regulations such as MiFID II and GDPR. The document typically includes detailed provisions on investment strategies, risk management, compliance procedures, reporting requirements, and fee structures, ensuring clear delineation of responsibilities and regulatory compliance in the sub-advisory relationship.
Suggested Sections

1. Parties: Identification of the primary advisor and sub-advisor, including regulatory status and licenses

2. Background: Context of the agreement, including the primary advisor's relationship with clients and need for sub-advisory services

3. Definitions: Key terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Scope of Services: Formal appointment of sub-advisor and detailed description of services to be provided

5. Regulatory Compliance: Obligations to comply with German financial regulations, including KWG, WpHG, and MiFID II requirements

6. Duties and Responsibilities: Specific duties of the sub-advisor, including investment management, reporting, and communication requirements

7. Standard of Care: Required level of professional care, skill, and diligence in providing services

8. Fees and Compensation: Fee structure, calculation methods, payment terms, and expenses

9. Representations and Warranties: Statements regarding qualifications, licenses, and compliance status

10. Confidentiality and Data Protection: Obligations regarding confidential information and GDPR compliance

11. Risk Management: Risk monitoring, management procedures, and reporting requirements

12. Term and Termination: Duration of agreement and circumstances for termination

13. Liability and Indemnification: Allocation of liability and indemnification obligations

14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

Optional Sections

1. Cross-Border Services: Required when sub-advisor provides services across multiple jurisdictions, addressing additional regulatory requirements

2. Delegation: Needed when sub-advisor may delegate certain functions to third parties

3. Investment Restrictions: Specific investment limitations or restrictions beyond standard regulatory requirements

4. Performance Reporting: Detailed performance calculation and reporting requirements if specific methods are required

5. Intellectual Property: Required when proprietary investment methods or technology are involved

6. Business Continuity: Detailed disaster recovery and business continuity requirements if not covered in schedules

7. ESG Considerations: Required when environmental, social, and governance factors are part of the investment strategy

Suggested Schedules

1. Schedule A - Investment Guidelines: Detailed investment objectives, strategies, and restrictions

2. Schedule B - Fee Schedule: Detailed breakdown of fees, calculation methods, and payment terms

3. Schedule C - Service Level Agreement: Specific performance metrics, reporting requirements, and service standards

4. Schedule D - Compliance Procedures: Detailed compliance requirements and procedures

5. Schedule E - Data Protection Protocol: Specific procedures for handling personal data under GDPR

6. Appendix 1 - Required Regulatory Disclosures: Mandatory disclosures under German financial regulations

7. Appendix 2 - Key Personnel: List of key personnel responsible for providing sub-advisory services

8. Appendix 3 - Risk Management Procedures: Detailed risk management and monitoring procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Asset Management

Investment Banking

Wealth Management

Private Equity

Insurance

Pension Funds

Family Offices

Banking

Fund Management

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Operations

Finance

Client Services

Portfolio Management

Asset Management

Regulatory Affairs

Relevant Roles

Chief Investment Officer

Portfolio Manager

Investment Director

Compliance Officer

Legal Counsel

Risk Manager

Investment Advisor

Fund Manager

Chief Operating Officer

Head of Asset Management

Investment Strategist

Relationship Manager

Chief Compliance Officer

General Counsel

Financial Controller

Industries
German Banking Act (Kreditwesengesetz - KWG): Regulates financial services and advisory activities, including licensing requirements and obligations for financial advisors
German Civil Code (Bürgerliches Gesetzbuch - BGB): Provides the fundamental legal framework for contracts, including service agreements, obligations, liability, and general contractual principles
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Governs securities trading and investment advice, including conduct rules and disclosure requirements
German Investment Products Act (Vermögensanlagengesetz - VermAnlG): Regulates investment products and related advisory services, including disclosure requirements and investor protection measures
EU General Data Protection Regulation (GDPR) / German Federal Data Protection Act (BDSG): Governs the processing and protection of personal data, which is relevant for client information handling
German Anti-Money Laundering Act (Geldwäschegesetz - GwG): Sets requirements for customer due diligence and prevention of money laundering in financial services
German Commercial Code (Handelsgesetzbuch - HGB): Contains provisions relevant to commercial relationships and business transactions
German Investment Firm Act (Wertpapierinstitutgesetz - WpIG): Regulates investment firms and their services, including requirements for sub-advisory relationships
MiFID II Implementation Act: German implementation of EU Markets in Financial Instruments Directive II, affecting investment services and advisory requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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