# Draft Markup Of Investment Advisory Agreement > Redline an investment adviser's form advisory agreement from the client's perspective, producing a marked-up draft with a cover memo that prioritizes changes by negotiating importance and ties each proposed modification to the applicable legal, regulatory, or client-policy basis. - Skill: `finchipaiorg/draft-markup-of-investment-advisory-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-markup-of-investment-advisory-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-markup-of-investment-advisory-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-markup-of-investment-advisory-agreement --- # Skill: Client-Protective Redline of Investment Advisory Agreement ## 1. Subject-matter triage - Treat the form agreement as adviser-drafted and client-protective redrafting as the objective. - Read the supporting documents first and extract any client-specific requirements, operational constraints, investment-policy terms, or prior negotiation positions that must be translated into markup. - If the task references multiple supporting documents, enumerate them and reconcile them before drafting; do not assume consistency across materials. - Build the redline from the client’s perspective: preserve necessary commercial functionality, but elevate protections that affect control, compliance, termination, data access, and liability. ## 2. Failure modes the skill is correcting - Redline focuses on economics while missing control, compliance, transition, and risk-allocation provisions that matter most to a fiduciary client. - Cover memo describes proposed edits without grounding them in legal authority, regulatory requirement, or client policy. - Draft lumps all changes together instead of separating core protections from negotiable preferences. - Supporting documents are reviewed but not converted into actual markup changes. - Markup is visually edited but not robustly encoded, making changes disappear in plain-text or export workflows. - Recommendations are stated as issues only, without an actionable next step or responsible owner. - Legal propositions are asserted conclusively without naming the authority that supports them. ## 3. Legal frameworks / domain conventions that apply - Review assignment language for consistency with the governing adviser-rule framework and any contract-consent limitations; if transfer-of-control effects are relevant, preserve client consent rights rather than relying on a narrow formalistic definition. - If the agreement permits use of client brokerage commissions for research or other services, narrow the clause to the applicable safe-harbor standard and require client-appropriate disclosure and periodic reporting under the governing advisory-disclosure rules. - Require ongoing delivery of the adviser’s current brochure and material updates on the timing required by the applicable advisory-disclosure regime. - Add transition-assistance obligations so termination does not strand the client: account records, portfolio data, coordination with successor personnel, and non-interference with the handoff. - Review limitation-of-liability and indemnity provisions to prevent shifting ordinary-negligence risk away from the adviser where client protection is warranted. - Confirm fee proration through termination and remove post-termination charges, penalties, or non-refundable fees that conflict with the client’s economics. - Add prompt notice of material regulatory proceedings, examinations, disciplinary events, or other matters that could affect performance. - Translate any client-policy requirement in the source materials into actual agreement language; do not leave it only in the memo. - Cite controlling authority for each legal proposition relied on, using the statute, regulation, rule, or recognized authority that supports the position. ## 4. Analytical scaffolds - Start by listing the relevant supporting documents and extracting every client-specific requirement that bears on the agreement. - Identify each proposed change, assign it a clear severity level using a consistent ordinal scale defined once in the cover memo, and explain the practical exposure if the point is not accepted. - For each substantive redline, pair the markup with a short rationale that ties the change to the governing rule, contract principle, or client policy. - Separate provisions into: must-have protections, important protections, and preferred negotiating positions. - Where multiple counterpart provisions interact, read them together and reconcile conflicts rather than redlining a clause in isolation. - For each issue or proposal, include the operative legal basis, the relevant contract interaction, and the downstream consequence for the client. - Close the deliverable with concrete recommended actions that name the responsible role and the timing urgency. ## 5. Vertical / structural / temporal relationships - Track the agreement vertically: definitions, operative covenants, compensation, disclosures, termination, liability, confidentiality, assignment, transition, and boilerplate should be checked for internal consistency. - Read cross-references both directions; a change in one section may require conforming edits elsewhere. - Treat timing language as substantive: notice periods, cure periods, delivery schedules, termination effective dates, and post-termination obligations should be harmonized. - If the form uses multiple versions, exhibits, schedules, or incorporated policies, ensure the redline reflects them as a single integrated contract package. - When a provision depends on an external document or client policy, align the contract text to that document’s timing and operational mechanics rather than paraphrasing it abstractly. ## 6. Output structure conventions - Produce a single deliverable: the marked-up advisory agreement with a cover memo prepended. - The cover memo should be organized by negotiating priority, using an explicit ordinal severity scale defined once at the top. - For each memo entry, state the change, the legal/regulatory/client-policy basis, the client exposure if not accepted, and the recommended negotiation posture. - The markup must be readable from plain text and must not depend on formatting alone; mark deletions, insertions, and substitutions with explicit textual conventions and attach a brief rationale to each substantive change. - Ensure every substantive change is captured in the operative draft, not merely described in commentary. - Use industry-conventional sectioning and headings appropriate for a redlined advisory agreement; do not mirror any hidden checklist structure. - End with a Recommended Actions block stating the action, the responsible role, and the timing anchor for each recommendation.