"Insurance Advisor Agreement - PDF"
Clear Save Print You can complete this form online and print it, or print it out first and complete by hand. Then, fax or mail it to the number or address below. This form works best with Acrobat Reader 7.0 ® or above. Fidelity ® Charitable Gift Fund Charitable Investment Advisor Program Investment Advisor Agreement This Agreement (the “Agreement”) is entered into as of [date:] between the Trustees of the Fidelity® Charitable Gift Fund (“Gift Fund”), a charitable trust organized under the laws of the Commonwealth of Massachusetts and a charitable organization described in Section 501(c)(3) and Section 509(a)(1) of the Internal Revenue Code of 1986, as amended and in effect, and Investment Advisor Firm: (the “Advisor”) with respect to the investment of certain Gift Fund assets (the “Assets”) in its Charitable Investment Advisor Program (the “CIAP”). The Gift Fund and the Advisor (collectively, “the parties”) agree as follows: 1. The Gift Fund appoints the Advisor to direct the investment of the Assets as part of the CIAP in accordance with the CIAP Description Investment Policy and Guidelines (the “CIAP Guidelines”). The Advisor understands that the Assets are held by, and remain the property of, the Gift Fund, which has exclusive ownership and legal control over the Assets. 2. The Gift Fund and Advisor agree that the Advisor is acting in the capacity as: a discretionary investment advisor a non-discretionary investment advisor 3. The Advisor acknowledges that he/she has read the CIAP Guidelines, and further represents and warrants that (i) he/she is not an “Account Holder”1 with respect to the Assets, or a “family member”2 or a “related entity”3 of that Account Holder; (ii) neither the Advisor nor a family member of the Advisor or a related entity of the Advisor is an Account Holder with respect to another Giving Account® participating in the CIAP; and (iii) he/she will notify the Gift Fund immediately if any of these representations is no longer true in any respect. 4. The Advisor will invest the Assets in accordance with CIAP Guidelines, and at all times with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent professional acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 5. The Advisor agrees that he/she will not exercise any voting rights with respect to the Assets without the express written direction of the Gift Fund and will not make grant recommendations with respect to the Assets. 6. The Advisor, at his/her own expense, shall procure and maintain during the term of this Agreement policies of insurance to include Errors and Omissions Liability in the amounts as outlined in the CIAP Guidelines. Nothing in this paragraph shall limit the Advisor’s liability to the amounts stated in the CIAP Guidelines or limit any coverage of the Advisor’s insurance policies. 7. The Advisor agrees to provide the Gift Fund with such information and reports as the Gift Fund may from time to time request, and further agrees to provide, at a minimum, quarterly investment performance reporting to the Account Holder and the Gift Fund. 8. In consideration of the investment services performed in connection with this Agreement, the Gift Fund will pay the Advisor an investment advisory fee (the “Advisory Fee”), as set forth in the attached Advisor Fee Schedule. Such Advisory Fee shall be subject to the terms and conditions set forth in the CIAP Guidelines. Without limiting the foregoing: a. The Advisor warrants and represents that the Advisory Fee is not greater than the fees he/she charges his/her other clients whose assets are invested in a similar manner; b. The Advisor agrees that the Advisory Fee shall not exceed 1% of the average market value of the Assets on an annualized basis; c. The Advisory Fee will be offset or waived on managed assets for which the Advisor otherwise receives compensation; and d. Apart from the foregoing, no account maintenance fees, minimum account fees, or other fees or charges shall be charged by the Advisor with respect to this Agreement or the Assets. 1 A donor or donor advisor (as deﬁned by IRS rules and regulations) or an Account Holder (as deﬁned in the Fidelity® Charitable Gift Fund Policy Guidelines: Program Circular). 2 A spouse, sister, or brother (including half-sisters and -brothers), parent, child, grandchild, great-grandchild, and spouses of sisters, brothers, children, grandchildren, and great-grandchildren. 3 Any entity in which any Account Holder or his or her family members collectively own more than 35% of the total outstanding interests. 1.841661.104 018540001 9. The Advisor agrees that, if the Advisor violates any terms of this Agreement, the Gift Fund may require the Advisor to forfeit and return any fees paid or payable under this Agreement. 10. This Agreement may be supplemented, amended, or modiﬁed at any time by a written instrument executed by the Gift Fund and the Advisor, and attached hereto as Schedule A. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is speciﬁed in writing, and then only to the extent so speciﬁed. A waiver of any of the terms or conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement or of such terms and conditions on any other occasion. An amendment to the CIAP Guidelines shall be treated as an amendment to this Agreement. 11. Either party may terminate this Agreement at any time by giving written notice to the other party. 12. All notices provided for under this Agreement shall be sent in writing: If to the Gift Fund: If to the Advisor: Treasurer Advisor: Fidelity Investments Charitable Gift Fund P.O. Box 770001 Advisor Firm Name: Cincinnati, OH 45277-0053 Address: 13. The Advisor agrees to notify the Gift Fund immediately if any of the representations made under this Agreement changes or if at any time the Advisor fails to meet the qualiﬁcations or guidelines as set forth in the CIAP Guidelines. 14. This Agreement, including any attached Schedule A, constitutes the entire agreement between the parties, and supersedes all written and oral communications and agreements between the parties. This Agreement shall be governed under the laws of the Commonwealth of Massachusetts. This Agreement shall inure to the beneﬁt of the Gift Fund’s successors and assigns, whether by merger, consolidation, or otherwise. If a court of competent jurisdiction deems any provision of this Agreement unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. S I G N AT U R E S Name of Gift Fund Account Holder and/or Giving Account Name Investment Advisor (Authorized Firm Representative) Investment Advisor Signature Date Fidelity ® Charitable Gift Fund Signature Date The Fidelity® Charitable Gift Fund (“Gift Fund”) is an independent public charity with a donor-advised fund program. Various Fidelity companies provide investment management and administrative services to the Gift Fund. The Charitable Gift Fund logo is a service mark, and Giving Account® is a registered service mark, of the Trustees of the Fidelity Investments® Charitable Gift Fund. Fidelity and Fidelity Investments are registered service marks of FMR LLC, used by the Gift Fund under license. 496543.4.0 CIAP-InvAdvAgree-12/10 1.841661.104