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AI Investment Advisory Fee Agreement Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

An advisory fee agreement establishes the terms by which a Registered Investment Advisor (RIA) provides services and charges fees. Justee reviews advisory agreements against the Investment Advisers Act of 1940, SEC Rule 204-3 (Form ADV delivery), Rule 206(4)-2 (custody), and state RIA rules to flag fee, fiduciary, and disclosure issues.

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Key Takeaways

SEC Rule 204-3 requires Form ADV Part 2A and 2B delivery before or at agreement execution

RIAs are fiduciaries under §206 of the Investment Advisers Act, fees and conflicts must be fully disclosed

Performance-based fees are restricted under §205 and Rule 205-3 (qualified clients only)

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Investment advisory fee agreements are governed by the Investment Advisers Act of 1940 (15 U.S.C. §80b-1 et seq.) and related SEC and state rules. Section 206 imposes a fiduciary duty on advisers, clarified by SEC IA-5248 (June 2019), requiring full and fair disclosure of all material facts including fees, conflicts of interest, and changes to investment strategy. Rule 204-3 requires delivery of Form ADV Part 2A (firm brochure) and Part 2B (supervised person brochure) before or at the time of entering an advisory agreement. Section 205 restricts performance-based fees to "qualified clients" (defined under Rule 205-3 by assets managed by the adviser or net worth, thresholds the SEC adjusts for inflation; $1.1M and $2.2M as set in 2021). Rule 206(4)-2 (custody rule) requires specific disclosures and surprise audits when the adviser has custody. State RIA rules (typically for advisers managing under $100M) follow NASAA model templates with similar requirements. Justee analyzes advisory fee agreements against §206, §205, Rules 204-3 and 206(4)-2, and standard RIA terms to flag fee and disclosure issues. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Checks Form ADV Part 2 delivery and acknowledgment terms

Flags performance fees that require qualified-client status

Reviews fiduciary disclosures and conflict-of-interest acknowledgments

Reviews fee calculation, billing frequency, and termination

Flags custody rule (206(4)-2) issues

Common Risks We Identify

Form ADV not delivered before agreement signing

Performance fee charged to non-qualified client

Fee schedule exceeds disclosed range

Custody triggered without surprise audit

Termination provision restricts client's right to depart

Illustrative Example

For example, Justee reviews an advisory agreement with an AUM fee, a performance fee on returns above a hurdle, and Form ADV "available on request" for an individual investor engaging a state-registered RIA in Texas.

Issue Found: Performance fees are generally limited to "qualified clients" under §205 and Rule 205-3, and nothing in the agreement documented that the client qualified. Making Form ADV "available on request" did not match the brochure rule, which calls for delivery before or at signing. The agreement also lacked language confirming that fiduciary duties cannot be waived.

Next step: Justee flagged the performance fee, the Form ADV delivery language, and the missing non-waiver language, so the client could raise them before signing: (i) removing the performance fee or documenting qualified-client status, (ii) Form ADV delivery with a signed receipt, and (iii) language confirming fiduciary duties are not waived.

Form ADV Available on Request

Problematic Language

"Form ADV Part 2 is available on request from Adviser."

Example wording (illustrative; have a lawyer review before using)

"Adviser has provided Client with Form ADV Part 2A (firm brochure) and Part 2B (supervised person brochure) prior to or contemporaneously with the execution of this Agreement, in compliance with SEC Rule 204-3 (or equivalent state rule). Client acknowledges receipt of both documents by signature below. Adviser shall deliver an updated Form ADV Part 2A annually within 120 days of fiscal year-end and shall promptly deliver any material amendments."

Why it matters: Rule 204-3 requires delivery before or at agreement execution. "Available on request" does not meet that requirement and can draw regulator attention.

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"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

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See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

SEC Investment Advisers Act

SEC Investment Advisers Act of 1940

SEC Rule 204-3 Brochure Rule

SEC IA brochure delivery rules

NASAA Model RIA Rules

NASAA state RIA resources

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Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Investment Advisory Fee Agreement Review FAQ

Yes, before or at agreement execution under SEC Rule 204-3 (states have similar rules). Justee checks the agreement's delivery and acknowledgment language.

Generally only for "qualified clients" under Rule 205-3, defined by asset and net-worth thresholds the SEC adjusts for inflation. Justee flags performance fees so you can check whether the qualified-client test applies.

Most often as a percentage of assets under management, sometimes as flat or hourly fees. Justee explains how the fee is calculated and billed under your agreement.

Under §206 of the Advisers Act, your advisor must act in your best interest, disclose conflicts, and obtain informed consent. Justee checks the conflict and fee disclosures in the agreement.

No. Justee flags fee, disclosure, and fiduciary terms and explains them in plain English, so you know what to ask your adviser. It gives legal information, not legal or investment advice. For advice on your situation, talk to a securities lawyer.

England and Wales is supported alongside the United States. Justee analyses documents under U.S. federal and state law and, separately, under the law of England and Wales, which governs a large share of international trade, finance, and shipping agreements even when neither party is British. Choose the governing law at the start of the review. Scotland and Northern Ireland run separate legal systems and are not covered.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
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Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.