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Investment Management Agreement Review

Investment management agreement review that turns every clause into an obligation its team has accepted

Every clause owned by the right team, every fee promise checked before the first invoice.

See one case, screen by screen ↓
demo41obligationsfrom a new mandate's 5 documents (112 pages), each with its quote and page, read, checked and routed in 12 minutes
demo$426,000a yearof overbilling the MFN agent found before the first invoice: a smaller Core Plus account pays 32 bps, the new client 35
target100%of MFN clauses checked against every comparable account before the next invoice
target3business daysfrom filing to a register every team has accepted
In short

What is Investment Management Agreement Review?

Investment management agreement review (IMA review) is the work of reading an IMA, its investment guidelines, fee schedule and side letters, and making sure every clause becomes an obligation the team that owns it has accepted — contract obligation management for an asset manager. Investment Management Agreement Review does it with seven agents that cite every obligation to its page, re-read it independently, test side letters against the agreement, check MFN clauses against every comparable fee, draft and dry-run compliance rules, and route each obligation until its team lead accepts. Counsel approves.

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Updated

The problem

Why investment management agreement review still runs on spreadsheets and email

Investment management agreement review starts when a separate-account mandate arrives as a legal bundle: the investment management agreement (IMA), Schedule A investment guidelines, a Schedule B fee schedule, often the client's investment policy statement and, more and more, a side letter that changes some of it — sometimes weeks after the IMA is signed. Each clause is a promise a different team must keep. Compliance codes the restriction into the compliance engine, client reporting meets the deadline, billing charges the agreed rate and honors any most-favored-nation clause, trading respects broker and cross-trade limits, and legal watches notice, assignment and confidentiality terms.

Today a lawyer or an onboarding analyst reads the bundle, types a summary into a spreadsheet, and emails each team, with no proof anyone accepted their part; side letter tracking lives in a second spreadsheet, if anywhere. A side letter silently overrides the agreement. A reporting deadline it tightened stays at the old date. An MFN clause is never re-checked when another client later gets a lower fee, so the client is overbilled and the fee becomes a refund. The SEC found advisory fee deficiencies at most of about 130 advisers it examined, including fees that did not match the contract. And when an examiner or the client asks how you honored clause 4(c), the trail is rebuilt from inboxes.

typical130advisersexamined by the SEC; most had advisory fee deficiencies, including rates that did not match the contract
typical$4millionSEC penalty in FY2025 for not following a fund's own stated investment criteria
typical$175,000penaltyplus about $509,000 disgorged, for fee offsets inconsistent with the partnership agreements (SEC, Aug 2025)
Where a new mandate's business days go, from filing to an accepted registerestimated
By hand18 days
With the solution3.0 days
  • Reading the bundle and writing the summary4 → 0.3 d
  • Comparing the side letter with the IMA and schedules2 → 0.2 d
  • Emailing each team and chasing acceptance5 → 1.5 d
  • Coding and testing compliance rules4 → 0.6 d
  • Fee setup and the MFN check2 → 0.2 d
  • Reporting calendar and deadlines1 → 0.2 d

Estimated split for one new separate-account mandate with a side letter, by hand and with the solution, in business days.

How it works

How an agreement becomes owned obligations

Seven agents read, re-read, compare, price and route every clause; team leads accept and counsel approves.

What comes in
Agreements in400 agreements · IMAs, side letters, amendments, any language
Agents at work
Intake agentexecuted, linked
Then
Extraction agentquote and page
Verification agentre-reads independently
Then
Conflict agentside letter vs IMA
MFN agentevery comparable fee
Rule agentdraft and dry run
Then
Routing agentfive team lanes
A person decides
Team leads and counselaccept, decide, approve
What comes out
Obligation register, cited
Fees checked before invoicing
Rules ready to release
One case, step by step

One investment management agreement review, from side letter to approved fee

Marlow County Retirement System, a US public pension, gives Quillfield Capital a $1.42 billion Core Plus Fixed Income separate account, funded Oct 1, 2026 in a transition of 412 positions. Five documents, 112 pages, among them a side letter dated Oct 9 that arrived on Oct 14. Here is what happens next, screen by screen, in the working solution.

  1. 01Thursday morning

    She opens her day and asks the agents a question

    Grace Whitman · Senior Counsel, Institutional Legal

    Grace's home screen shows 23 agreements in review, 146 obligations waiting for a team, 9 decisions with Legal and 7 MFN checks open. First on her list: Marlow's MFN fee review. She asks the agents “Why 32 bps and not 35?” and the MFN agent answers in plain words, citing the side letter, the other client's amendment and the billing record.

    MFN agent: “The gap is $426,000 a year; the first invoice would be $106,500 too high.”

  2. 02Oct 14, 07:40–07:52

    Every clause runs like a wire to the team that owns it

    Intake, Extraction and Routing agents

    The Intake agent filed the five documents for account QF-SMA-40217 and linked the side letter, signed by both parties, to agreement AG-0388. The Extraction agent turned them into 41 obligations — from the annual Form ADV Part 2 delivery to the assignment clause under the Investment Advisers Act of 1940 — each with its quote, page and section. The Routing agent sent them to five lanes: 17 to Compliance coding, 9 to Client reporting, 6 to Billing, 5 to Trading and 4 to Legal.

    “Every clause runs to the team that owns it. A line turns green when that team's lead accepts.”

  3. 03Two readers

    Read twice, drafted as a rule, dry-run on the holdings

    Verification agent and Rule agent

    The Verification agent re-read every clause without seeing the first answer and agreed on 40 of 41. For the side letter's tobacco exclusion both readers agree, at 95% and 94%, so it routes automatically. The Rule agent drafts the compliance-engine rule, reads it back in plain English and dry-runs it on the 412 transition positions: Calder Leaf Holdings 4.25% 2031, $5.68M and 0.4% of the account, would breach at 12.1% tobacco revenue.

    Go-live needs Kenji Arai (maker) and a second analyst (checker); the Rule agent never switches a rule live.

  4. 04Side letter vs IMA

    Three conflicts, and one clause that reads two ways

    Conflict agent

    The IMA allowed securities lending through the client's custodian; the side letter prohibits it and says the side letter governs, and the custodian still shows the account enrolled, so a withdrawal instruction is drafted. The monthly holdings report tightens from 15 to 10 business days, first due Nov 13, 2026. The 15% below-investment-grade limit is tested “at the time of purchase” in Schedule A, but the side letter says the account “shall not hold” more than 15%.

    “One clause reads two ways. The agents will not choose between them.” The account is at 13.8% today; both rules are drafted.

  5. 0507:49

    The MFN clause against 13 comparable accounts

    MFN agent

    Side Letter §4 promises Marlow any lower fee Quillfield gives a Core Plus Fixed Income separate account of equal or smaller size. Harlow Valley Teachers' Retirement Fund, $1.31B, has paid 32 bps since Jul 1, 2026; Marlow pays 35. Pemberton's 31 bps is a founding-investor rate and Carrow Valley pays a performance fee, both carved out by §4(c); four larger accounts fail the size test. The offer must reach Marlow by Nov 8, 2026.

    Standing watch: re-runs whenever any Core Plus fee changes anywhere in the book, and nightly at 06:00. It cannot change a fee or contact a client.

  6. 06Mid-morning

    “What is most urgent?” — the agents put the deadline first

    Grace Whitman · Senior Counsel

    Twelve decisions wait in Approvals, each showing who prepared it and who must check it. The agents' answer: start with fee review FR-0117, because the client must be offered the lower fee by Nov 8 and the client notice cannot go until Legal approves; then the 15% reading, which decides which rule goes live. The Kestrel renewal register, 44 of 44 accepted, waits for her too.

    “The person who prepared an item can never approve it; every decision carries a reason code.”

  7. 07Two people

    Billing proposes the fee; counsel approves it with a reason

    Leah Novak and Grace Whitman

    Leah Novak, the billing manager, proposed 32 bps from Oct 1, 2026 as the maker. Grace reads the clause and the evidence and approves fee review FR-0117 with the reason code MFN-QUALIFIED. Leah then updates the billing system, before the Jan 22, 2027 invoice, and the client notice the agents drafted, which never names Harlow Valley, goes to Grace and then to Ethan Hale to send.

    Fee review FR-0117: maker-checker, money moves only with two people.

  8. 08Today, 09:00

    The routing agent chases, so the onboarding manager doesn't

    Routing agent

    Across the book, 146 obligations wait for a team on a 3-business-day clock. The Routing agent chased the 12 past the clock three times each, sent 6 to the COO on day 5 and 6 to the lane heads, and reminded the leads of the 17 due today at 08:00. Asked who is furthest behind, it names the lanes and the oldest item with its clause.

    “Accepting stays with each lead.”

  9. 09Across 400 agreements

    One question across the whole book, in every language

    Extraction agent

    Asked which clients prohibit securities lending, the Extraction agent answers from the documents: 37 agreements, 3 of them in the client's own language, and in 9 the ban sits in a side letter that overrides the agreement, as at Marlow. Two accounts are still enrolled at the custodian. One click sends both to Compliance coding.

    “The agents search every agreement, side letter, amendment and schedule, and answer only from what the documents say.”

  10. 10On the record

    Every read, routing, acceptance and approval on the audit trail

    Paul Asante · Internal Audit

    Each agent step is logged with its reason, its evidence and its version — Intake agent v2.7, Extraction agent v3.2 on model A, Verification agent v2.4 on model B — followed by each lead's acceptance and each decision. The trail is append-only and fingerprinted daily: 61,408 entries this quarter, kept 7 years, with the evidence for an agreement or a period exported in one step.

    “Every read, routing, chase, acceptance, edit, decision and export — by people and agents — with the reason and the evidence.”

Who it’s for

Built for every team an investment management agreement binds.

The same mandate, seen by four of the people who keep its promises — what their week looked like, and what it looks like now.

GW
Grace WhitmanSenior Counsel, Institutional Legal · approves every register, ambiguity and fee review
Institutional legal counsel
Before
Negotiates side letters, answers “can we?” questions from five teams and signs off new mandates from a summary she cannot trace to a page.
Now
Sees each clause with both readings and their consequences, decides with a reason code, and approves a register only someone else prepared. “Show me the clause and both readings. I will decide; I will not guess what we meant.”
MB
Marcus BellClient Onboarding Manager · prepares and submits the obligation register
Client onboarding manager
Before
Runs more than 20 new mandates and amendments at a time and chases every team by email.
Now
Watches each lane turn green on the switchboard and submits the register only when all 41 obligations are accepted. “I need to know every team has accepted its part before the client's money arrives.”
LN
Leah NovakBilling Manager · owns the billing lane, maker on fee changes
Billing manager
Before
Sets up fee schedules, breakpoints and MFN adjustments, with MFN clauses tracked in a spreadsheet if at all.
Now
Gets every MFN finding priced in dollars, with the comparable accounts and carve-outs cited, and proposes the fix for Legal to approve. “An MFN I never re-checked is a refund and an exam finding.”
KA
Kenji AraiCompliance Rule Analyst · codes restrictions into the compliance engine
Compliance rule analyst
Before
Turns guideline paragraphs into rules by hand and finds existing breaches after go-live.
Now
Starts from the clause, a drafted rule, its plain-English read-back and a dry run on current holdings, then checks the edge cases. “Give me the clause, a draft rule and a dry run — I will check the edge cases.”
Built on the engine

7 agents. Each with one job, and hard limits.

Seven agents read, re-read, compare, price and route every clause; team leads accept and counsel approves.

Intake agent

Classifies each document — IMA, guidelines, fee schedule, side letter, amendment, investment policy statement — links it to its client, agreement and account, and detects its language, version and amendment chain.

  • Never files an unsigned draft as governing
  • Never guesses a client link below 90% confidence; it asks a person
Extraction agent

Turns every clause into an obligation — restriction, deliverable, fee term, MFN, notice, broker rule or legal term — with its page, section and quoted text, in the language the document was signed in.

  • Never paraphrases without the quote
  • Never invents a threshold
Verification agent

Re-reads each clause without seeing the first answer, on a different model, and compares the two readings.

  • Never averages two answers
  • A disagreement always goes to Legal with both readings
Conflict agent

Compares side letters and amendments with the IMA and its schedules clause by clause, applies the precedence clause, and writes both readings when the text allows two.

  • Never resolves an ambiguity itself
MFN agent

Tests each most-favored-nation clause against every comparable client's billed fee — strategy, size test, carve-outs and dates — prices the gap, drafts the client notice and re-runs whenever any fee in the book changes.

  • Never changes a fee
  • Never names another client in a notice
Rule agent

Drafts each restriction as a compliance-engine rule in a sandbox, reads it back in plain English and dry-runs it on the account's current holdings.

  • Never releases a rule
  • Text it cannot test goes to a person
Routing agent

Sends each obligation to the owning team by the routing rules, creates calendar entries for deliverables, chases on the clock and escalates to the lane head and the COO.

  • Never accepts on a team's behalf
Lane leads, onboarding manager, counsel

Accept, submit, approve. The agents propose; a named person decides.

Ask in plain words

Ask the agents about any clause, fee or deadline

Ask on any screen, or across all 400 agreements. Every answer cites the clause, the billing record or the page it came from — and the agents can act on it when you tell them to.

Why 32 bps and not 35?

Marlow's side letter §4 promises the lowest fee we give any Core Plus Fixed Income separate account of equal or smaller size. Harlow Valley Teachers' Retirement Fund ($1.31B) has paid 32 bps since Jul 1, 2026; Marlow pays 35 bps. Pemberton's 31 bps is a founding-investor rate, carved out by §4(c). The gap is $426,000 a year; the first invoice would be $106,500 too high.

Why is Pemberton carved out?

Pemberton Gas Workers Pension Plan pays 31 bps, but it is a founding-investor rate, and Marlow's side letter §4(c) excludes founding-investor and performance-based fees. I am 93% sure of that reading, so Legal confirms the carve-out before it is final.

Which clients prohibit securities lending?

37 agreements prohibit securities lending — 3 of them in the client's own language. In 9 the ban sits in a side letter that overrides the agreement, as at Marlow. Two accounts are still enrolled at the custodian; I flagged both to Compliance coding.

What is most urgent?

12 decisions wait. Start with Marlow's fee review FR-0117: the client must be offered the lower fee by Nov 8, and the client notice cannot go until Legal approves. Then the 15% reading, which decides which rule goes live.

Every screen

The working solution, as it ships.

13 screens from the working solution, on its sample data. Pick one to see it large.

Today, with the agents' answersAgreements in review, obligations waiting for a team, decisions with Legal and MFN checks open, what needs counsel first, and a cited answer from the MFN agent.
The obligation switchboardThe agreement in the center with its five documents; 41 obligations wired to Compliance coding, Client reporting, Billing, Trading and Legal, each lit by its state, beside the agents' thread.
Intake of executed agreementsFourteen documents classified and linked to client and agreement, language detected, and the Intake agent explaining why an unsigned renewal draft is held.
Investment guideline coding with a dry runThe tobacco exclusion read by two agents, the drafted compliance-engine rule read back in plain English, and the dry run that finds one holding would breach.
German original beside the EnglishA coal exclusion in a German amendment, shown beside its English translation and cited to page 14, with both readers' scores.
Side letter against the IMAEach side letter conflict with both texts and its resolution by precedence, and the 15% limit with Reading A and Reading B for Legal to decide.
Most-favored-nation clause checkThe MFN clause with its scope, size test, carve-outs and notice date; the 32 against 35 bps finding priced at $426,000 a year; and a cited conversation with the MFN agent.
Fee review, maker and checkerCounsel approving the fee review with a reason code, over the comparable accounts, the fee review steps and the MFN agent's working.
Approvals and what to decide firstFee reviews, ambiguities, registers, client notices and rule go-lives, each with its maker and checker, and the agents' answer on what is most urgent.
Team lanes on the clockObligations waiting for each team's lead, with clock, chases and clause, and the Routing agent naming who is furthest behind.
Ask across all agreementsA plain-language question across 400 agreements — which clients prohibit securities lending — answered with every agreement cited to its page.
The audit trailEvery agent step and every person's acceptance and decision, with the reason, the evidence and the agent version, ready to export for an agreement or a period.
Roles and separation of dutiesWho can accept, submit, approve, propose fee changes, release rules and send client notices — and the duties the system enforces.
Governance

Investment management agreement review that is cited, checked twice and signed.

Every obligation cited to its pageEach obligation carries its quote, document, page and section; click any value to see the passage, with the original beside the English for agreements signed in German, Dutch, French or Japanese.
Two readers, and Legal decidesAn independent second agent re-reads every clause. Below 90% confidence a person reviews the obligation before it routes, and when the two readers disagree, Legal decides with both readings and their consequences in front of counsel.
Maker never checksSeparation of duties is enforced on register approval, fee changes, rule go-live and client notices: the onboarding manager submits and Legal approves, Billing proposes and Legal approves, a second analyst releases each rule. The system blocks a maker from checking their own work.
What agents never doThe agents never accept for a team, approve, change a fee, release a rule or contact a client. Every human decision carries a reason code.
Side letters stay need-to-knowSide letter management is need-to-know: side letters are visible to Legal, the relationship team and the lane leads who own their obligations. Other clients' names and fees in an MFN check show only to Legal, Billing and internal audit, and client notices always redact them. Data stays in each entity's region.
An append-only audit trailEvery read, routing, chase, acceptance, edit, override and approval is recorded with who, when, why and the agent and model version, fingerprinted daily and kept for the term of the agreement plus 7 years. Agent changes are versioned, scored on a 600-clause golden set, and signed off by the Chief Compliance Officer.
Configuration

Your thresholds, clocks and duties, not ours

The platform administrator changes these settings; each change becomes a new version on the audit trail.

SettingDefaultChoose from
Auto-route when both readers are at least90%Slider from 75% to 99%; below it, a person reviews before routing
Both readers must agreeOn · lockedCannot be switched off; a disagreement always goes to Legal
MFN materialityAny gap of 0.5 bp or moreSmaller gaps are logged, not escalated
Rule dry runMust pass, or carry a named exceptionA rule that would breach on day one goes to Trading and Compliance
Link a document to a client90% confidenceBelow it, the Intake agent asks a person
Lane acceptance clock3 business daysReminder day 2 · lane head day 3 · COO day 5
Legal decision (ambiguity, fee review)5 business daysCounsel day 3 · General Counsel day 5
Roles and separation of dutiesFrom single sign-on groupsLane analyst · lane lead · onboarding manager · Legal approver · billing lead · compliance checker · relationship manager · administrator · auditor
Connections

Works with the systems your agreements already live in

Document management and e-signatureexecuted agreements, side letters and amendments, filed with their fingerprint
CRMmandate awards, the client and the relationship team
Compliance enginein the order management system: draft rules in a sandbox, released only after the second check
Billing systemfee schedules and effective fees after breakpoints and offsets, for the MFN watch
Portfolio accounting and custodian feedsholdings for dry runs, account profiles and lending enrollment
Client reporting platformthe deliverables calendar and delivery receipts
What it changes

The difference, in numbers.

Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.

target
100%
of MFN clauses checked against every comparable account before the next invoice
every MFN clause
re-checked on any fee change
target
0
obligations without a team lead who accepted them
every obligation
owned and accepted
target
3business days
from filing to a register every team has accepted
Todayweeks of email
With agents3 business days

“demo” = seen in the working solution, on its sample data · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (SEC Division of Examinations, Observations: Investment Advisers' Fee Calculations, Risk Alert, Nov 10, 2021 — fee deficiencies at most of about 130 advisers examined; Sidley, 2025 Fiscal Year in Review: SEC Enforcement Against Investment Advisers, Oct 2025 — a $4 million penalty for not following a fund's stated investment criteria, and a $175,000 penalty with about $509,000 disgorged for fee offsets inconsistent with the partnership agreements). $426,000 a year = 3 bps × $1.42 billion, the demo account. People, firms, clients, issuers and figures named on this page are fictional — characters and sample data in the working solution.

Questions

What legal, billing and compliance teams ask us.

What is investment management agreement review?

Investment management agreement review (IMA review) is the work of reading an IMA, its investment guidelines, fee schedule and side letters, and making sure every clause becomes an obligation the team that owns it has accepted — contract obligation management for an asset manager. Investment Management Agreement Review does it with seven agents that cite every obligation to its page, re-read it independently, test side letters against the agreement, check MFN clauses against every comparable fee, draft and dry-run compliance rules, and route each obligation until its team lead accepts. Counsel approves.

What is an MFN clause in an investment management agreement, and how is it tracked?

A most-favored-nation (MFN) clause promises the client any lower fee the manager gives a comparable account; at Marlow, any Core Plus Fixed Income separate account of equal or smaller size. The MFN agent tests each clause against every comparable client's billed fee — strategy, size test, carve-outs and dates, each cited — prices any gap in dollars before the next invoice, and re-runs whenever any fee in the book changes, and nightly. Billing proposes the fix and Legal approves it; the agent never changes a fee.

How does a side letter change an investment management agreement?

The Conflict agent compares the side letter with the IMA and its schedules clause by clause and applies the precedence clause. In the demo it finds three conflicts: securities lending the IMA allowed is now prohibited, a monthly report tightens from 15 to 10 business days, and a 15% limit reads two ways, so Legal gets both readings and decides.

How are investment guidelines coded into compliance rules?

For each restriction the Rule agent drafts the compliance-engine rule, reads it back in plain English to show it says what the clause says, and dry-runs it on the account's current holdings, so investment guideline compliance starts from the clause and an existing breach is found before go-live. The rule analyst codes and checks it, and a second analyst releases it; the agent never switches a rule live.

What did the SEC find about advisory fee calculations?

In a November 2021 Risk Alert the SEC's Division of Examinations reported advisory fee deficiencies at most of about 130 advisers it examined, including fees different from the contractually agreed rates and breakpoints not applied. Here every fee term is extracted with its page and accepted by Billing, and every MFN clause is checked against the billed fees of comparable accounts before the next invoice.

Does it read agreements in other languages?

Yes. Agreements, side letters and amendments are read in the language they were signed in — the demo includes German, Dutch, French and Japanese documents — and every obligation shows the original beside the English, cited to its page.

Do people stay in control?

Yes. Lane leads accept their own obligations, the onboarding manager submits the register, counsel approves it and every ambiguity and fee change, a second analyst releases each rule, and the relationship manager sends client notices Legal approved. The agents never accept, approve, change a fee, release a rule or contact a client, and the system blocks anyone from checking their own work.

How long does it take to go live?

The Agentic Solution Engine builds and deploys it from your requirements and documents — your routing rules, approval roles and a sample of your IMAs, guidelines and side letters — and it goes live once every quality gate has passed. We will walk you through it on your own agreements first.

See it on
your agreements.

We'll run Investment Management Agreement Review on a sample of your own IMAs, guidelines and side letters.