If you sit on a nonprofit board or finance committee, you've probably heard the word "fiduciary" used to describe an advisor. What often gets missed is that your board already carries fiduciary responsibility, with or without an advisor in the picture.
This distinction matters more in the nonprofit space than almost anywhere else in personal or institutional finance because the money your board oversees isn't personal wealth. It's donor-restricted, mission-restricted, and entrusted to your organization by people who expect it to be stewarded responsibly. That raises the stakes on transparency, prudence, and oversight in a way that a typical investment conversation often doesn't capture.
Under the Uniform Prudent Management of Institutional Funds Act (UPMIFA), which most states have adopted in some form, board and committee members who oversee institutional investments carry a prudent investor standard. That includes obligations around diversification, considering the organization's overall financial situation, and documenting the basis for investment decisions, including any decision to delegate investment authority to an outside manager.
In practice, this means your board's fiduciary responsibility doesn't start when you hire an advisor. It exists the moment your organization holds and manages reserve funds, an endowment, or other long-term assets.
Failing to meet these obligations can carry real consequences: reputational damage, donor distrust, regulatory scrutiny, and in some cases, personal exposure for individual board members who can't demonstrate they exercised appropriate care. Most board members join with the best of intentions and very little training on what being "prudent" actually requires under the law. That gap is where risk can accumulate.
Here's where many boards get caught off guard: the institution managing your organization's assets may not be held to a fiduciary standard at all.
Registered Investment Advisers (RIAs) and the Investment Adviser Representatives who work for them are legal fiduciaries under the Investment Advisers Act of 1940. They're required to act in your best interest and to avoid, disclose, or mitigate conflicts of interest. Many other financial professionals who manage or advise on nonprofit assets, however, are not required to meet that standard, and their conduct doesn't always reflect it.
The standard depends on the capacity in which the professional is acting, the governing law, and the agreement, not merely the title. The categories below can involve fiduciary or nonfiduciary relationships, so your board should confirm which applies.
None of these make these professionals bad actors. It means the legal and regulatory protections and ongoing obligations your board would get from an RIA fiduciary simply aren't part of the arrangement, and your finance committee should know which kind of relationship it has before assuming a certain level of oversight is happening on its behalf.
This confusion tends to be more common in the nonprofit space than in personal investing, and it's easy to understand why. A bank that has held your endowment for twenty years, or a broker connected to a founding board member, can sound institutional, established, and safe. But sounding safe and carrying a legal duty to act in your organization's best interest are two different things, and boards often inherit these relationships without ever asking which one they have.
Under the Investment Advisers Act of 1940, Registered Investment Advisers (RIAs) and the Investment Adviser Representatives (IARs) who work for them are legal fiduciaries. That is a regulatory obligation, and it specifically embraces the Duty of Loyalty and the Duty of Care.
How your board can verify it directly: Registered investment advisers are generally required to file a Form ADV, including a Part 2A brochure that provides important information about the firm's services, fees, conflicts of interest, disciplinary history and business practices, and a Part 3 which includes the Client Relationship Summary, or CRS. These filings are publicly available, giving your board a way to independently review an adviser before entering into a relationship. Keeping the Form ADV and documenting the board's review can also help demonstrate the due diligence performed during the adviser-selection process.
At Carnegie, when a nonprofit engages us, we're required to provide this before we begin any substantive work or advice.
You can look up any RIA's Form ADV Part 2A or Part 3 for free through the SEC's Investment Adviser Public Disclosure (IAPD) database at adviserinfo.sec.gov. We encourage your finance committee or board treasurer to "look under the hood" of any current or prospective advisor by reviewing these filings directly, rather than relying solely on a firm's own marketing materials.
Here's how it works:
A few things worth knowing about what you'll find in Part 2:
Part 3 discloses conflicts of interest. Part 3 is primarily for retail investors, but does provide a good 'relationship summary' that applies to nonprofits as well.
Some firms also post their ADV disclosures on their own website, but the SEC database is the authoritative source and guarantees your board is reviewing the current, filed version rather than something that may be outdated elsewhere.
Here's where it gets counterintuitive: being a fiduciary doesn't mean an adviser has no conflicts of interest. Investment advisers must eliminate conflicts or provide full and fair disclosure of material conflicts so clients can make an informed decision about whether to consent to them. Disclosure doesn't make a conflict disappear, which is why your board should understand not only whether an adviser is a fiduciary, but also how that adviser gets paid and what financial incentives could influence its recommendations.
Here are two examples worth understanding:
An RIA can be a fiduciary and still recommend proprietary investment products managed or sponsored by the firm or an affiliate as long as it is disclosed. In some arrangements, the firm or its affiliates may receive additional fees or other financial benefits when client assets are invested in those products.
That doesn't automatically make the arrangement improper. But it does create a potential conflict: the firm may have a financial incentive to recommend its own product for your nonprofit's endowment or reserve fund over another available alternative. Your board should understand the conflict, how the adviser addresses it, and the total costs your organization will bear.
Not every financial professional has the same obligation to provide ongoing advice or monitoring. The standard that applies depends on the professional's capacity, the type of client, applicable law and the terms of the relationship.
An investment adviser's fiduciary duty, by contrast, applies throughout the advisory relationship and includes a duty to provide advice and monitoring at a frequency that is in the client's best interest, based on the scope of the relationship.
For a nonprofit board, the practical question is simple: Who is responsible for monitoring the portfolio, how often will it be reviewed and what obligation does the professional have to recommend changes as your organization's circumstances evolve?
Fee-based advisors can layer commissions, product sales, or soft-dollar arrangements on top of the advisory fee your organization is already paying. The word "fee" is in there, which makes it sound similar to fee-only, but it isn't. In these cases, if your finance committee learns how the advisor is paid, you will often find exactly what they will recommend (i.e., sell) to your nonprofit.
Fee-only advisors are compensated directly by their clients through advisory fees rather than commissions from the sale of investment products. Those fees may be structured as a percentage of assets under management, a flat or retainer fee, an hourly fee or another agreed-upon arrangement. Fee-only compensation can reduce certain sales-related conflicts, but it doesn't eliminate all potential conflicts of interest. Your board should still review the adviser's Form ADV and ask about any other financial benefits the firm may receive in connection with managing your organization's assets.
The next layer of that is product and platform agnosticism: no proprietary funds, no soft-dollar arrangements with any custodian or provider, no structural incentive tilting a recommendation toward one option over another for your organization's portfolio. This is the difference between disclosing a conflict and removing it. A fee-only, product-agnostic advisor doesn't need to cloak its disclosures regarding fees, because it has nothing to hide.
So after asking "Are you a fiduciary?", the next questions for your board to ask are: "Are you fee-only, and are you product-agnostic?"
A fiduciary advisor who's a strong fit for an individual client isn't automatically a strong fit for a nonprofit board. Nonprofit oversight comes with its own set of considerations worth raising directly:
These aren't questions a personal investing relationship would typically raise, but for a board managing institutional funds, they're central to whether an advisor relationship offers benefits or simply adds another vendor to manage.
Nonprofit boards don't take on financial oversight because they want to become investment experts. They take it on because it's part of stewarding an organization's future. The goal of strong fiduciary oversight is to build enough clarity and confidence around your financial decisions that your board can spend its energy where it matters most: the mission.
If you're not confident your current advisor relationship is built on a true fiduciary standard, or if your board hasn't had a conversation about UPMIFA obligations recently, that's worth raising at your next finance committee meeting.
For a more complete list of questions to bring to any advisor conversation, download our guide, A Nonprofit's Guide to Finding an Investment Advisor: 12 Essential Questions to Ask.