Exhibit 10.10
Fidelity Investments Registered Investment Advisor Group
ALTERNATIVE INVESTMENT ADDENDUM AND CUSTODY AGREEMENT
YOUR NAME(s) (EXACTLY AS SHOWN ON ACCOUNT REGISTRATION):
FIRST NAME: _____________ LAST NAME: _____
HOME PHONE # ___-___-_ WORK PHONE # ___-___-____
ACCOUNT # ___-______ SOCIAL SECURITY # ___-__-____
1) ADDENDUM TO AGREEMENT
This is an addendum to the Account Agreement ("Addendum") between the customer,
Fidelity Brokerage Services LLC, National Financial Services LLC and, if
applicable, Fidelity Management Trust Company ("Fidelity") governing the Account
referenced above ("Account"). By signing below, the customer (hereafter, "you")
hereby directs Fidelity to custody certain publicly or non-publicly traded
assets ("Assets"), which you may from time to time direct that Fidelity hold,
purchase, or redeem in your Account pursuant to your instruction or the
instruction of an investment advisor ("Investment Advisor") appointed by you in
the Account Application ("Account Application") or in another signed form filed
with and accepted by Fidelity. If you wish to hold, purchase, or redeem the
Assets in more than one account, you must complete a separate Alternative
Investments Addendum and Custody Agreement for each Account. Fidelity agrees to
hold the Assets in your Account solely in accordance with the conditions of this
Addendum, the Account Agreement and if applicable, the Premiere Select ▇▇▇
Custodial Agreement, and or Premiere Select ▇▇▇▇ ▇▇▇ Custodial Agreement
(hereafter Premiere Select Custodial Agreement and Disclosure Statement")
governing your account. You represent that you have appointed an Investment
Advisor for your Account in accordance with the limited or full trading
authorization granted in the applicable Account Agreement. Such Investment
Advisor is hereby a party to this Custody Agreement for the limited purpose set
forth herein. Fidelity reserves the right to accept or reject any Asset at any
time for any reason in its sole discretion, including those Assets it has
previously accepted.
2) FIDELITY'S DUTIES
You acknowledge that Fidelity shall hold, purchase, or redeem the Assets in
accordance from you or your Investment Advisor. Fidelity is not responsible for
determining the appropriateness or suitability of the Assets or any other
investments in your Account. You acknowledge that you and if you have one, your
Investment Advisor will have the sole responsibility for the investment, review
and management of the Assets. You acknowledge that if you have an Investment
Advisor, he/she has the same level of authority over the Assets as over the
remainder of your Account. Furthermore, you and your Investment Advisor, if you
have one, take full responsibility for reviewing the terms of all offering and
disclosure documents and agreements affecting the Assets, and for monitoring the
Assets for any conversion or exercise options or other corporate actions. You
and your Investment Advisor are also responsible for monitoring Account
statements to confirm that any required payments have been received by Fidelity.
Any documentation regarding the Assets required by Fidelity or otherwise, will
be used solely for internal/operational purposes. Fidelity shall not undertake
to review or assume responsibility for the terms and conditions or contents set
forth in such documentation, including, but not limited to, restrictions of
ownership, rights of transfer, financial statements, or the adequacy of
disclosure or compliance with applicable laws or regulations. You acknowledge
that Fidelity shall have no responsibilities with respect to the Assets other
than: (a) to hold the Assets directly, in nominee's name; (b) to purchase or
redeem the Assets in accordance with instructions from you or your Investment
Advisor, subject to satisfaction of Fidelity's custody requirements; (c) to
reflect the Assets on Account statements in such form as Fidelity may deem
appropriate; (d) to credit the Account any earnings or principal payments
received with regard to the Assets; (e) when required by law, to forward to you
or your Investment Advisor any issuer communications received by Fidelity with
respect to the Assets; and (f) in the case of a Premiere Select ▇▇▇ or Premiere
Select ▇▇▇▇ ▇▇▇ ("Premiere Select IRAs"), to perform the duties of the ▇▇▇
Custodian in accordance with the terms of the Premiere Select ▇▇▇ Custodial
Agreement and Disclosure Statement governing your Account. You further
acknowledge that Fidelity shall have no responsibility for monitoring the Assets
to assure compliance with their respective terms, for taking any actions to
collect on any amount owed to the holder of the Assets or for
otherwise enforcing the holder's rights with respect to the Assets. If your
Account is a Premiere Select ▇▇▇ as indicated herein in Section 1 and the Assets
generate unrelated business taxable income, you understand and acknowledge that
Fidelity may be required to do certain additional tax reporting to the IRS. You
hereby agree to provide the information requested by Fidelity to complete any
such tax reporting.
3) VALUATION OF ASSETS
You acknowledge and agree: (1) that non-publicly traded Assets generally lack a
liquid market and that the value of such Assets may be difficult to ascertain;
and (2) that any estimated value reflected on your Account statement is for
informational purposes only, may not be current, and may be significantly
different than the actual market value or the liquidation value of such Assets.
If the Account referenced above is a Premiere Select ▇▇▇, you further
acknowledge and understand that Fidelity, as Custodian of your Premiere Select
▇▇▇, is required to provide a report of certain transactions, as well as the
fair market value of your Account in accordance with IRS requirements. If your
Account, at any time, contains Assets for which a price is not available in a
form and manner acceptable to Fidelity, you understand that Fidelity, or your
Investment Advisor, will request a valuation of the Asset from a third party
pricing vendor including ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Co., SPARDATA Securities Pricing
and Research, Inc. or such other third-party pricing vendor that Fidelity deems
appropriate in its sole discretion. The fees for the valuation services of the
third party pricing vendor will be collected from your Investment Advisor in
such amount and matter as set forth herein in Section 5.
The Valuation of Assets for statement purposes shall be as follows:
- If Assets are publicly traded, Fidelity will use the market price as per its
normal practices
- If Premiere Select ▇▇▇ Assets are not publicly traded, Fidelity will display
an audited valuation from one of the following third-party pricing vendors -
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Co., SPARDATA Securities Pricing and Research , Inc., or
from such other third-party vendors--as Fidelity may deem appropriate in its
sole discretion on Form 5498. This value will not necessarily be displayed on
Statements.
- For Premiere Select IRAs, Fidelity will, through a third-party vendor, request
an annual valuation of Assets from the general partner, LLC manager, or issuer,
as Fidelity may deem appropriate. Such valuation will be used for tax reporting
purposes. Fidelity will not review or evaluate values.
- For ▇▇▇ Accounts, values will not necessarily be displayed on statements.
- Your Investment Advisor is required to provide Fidelity, by November 15, with
valuation instructions from an approved third-party pricing vendor including
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Co., SPARDATA Securities Pricing and Research, Inc.
Pricing and Research, Inc., in accordance with requirements from Fidelity as
disclosed to your Investment Advisor. Fidelity will request an appraisal from a
third-party pricing vendor. The fees for the valuation services of the
third-party pricing vendor will be collected from your Investment Advisor in
such amount and manner as set forth herein in Section 5. Fidelity also reserves
the right to require an appraisal, in a form and substance satisfactory to
Fidelity in its sole discretion, before complying with any direction to make a
distribution of any non-publicly traded Asset from the ▇▇▇.
- Fidelity shall have no responsibility for, nor does Fidelity guarantee, the
accuracy of any such valuation of Assets, even if the Assets have been valued by
a pricing service selected by Fidelity. You further understand, that if the
Account indicated above is a Premiere Select ▇▇▇, you acknowledge that Fidelity
may be required to value the Assets prior to a distribution from the Account,
and that such valuation may delay any requested distributions from the Account
indicated herein in Section 1 .
- By signing below, you and your Investment Advisor agree to indemnify and hold
Fidelity harmless from any losses, damage, or other consequences, including
penalties, resulting in any way from the valuation of Assets in your Account,
including following the Investment Advisor's valuation instructions
4) INDEMNIFICATION AND HOLD HARMLESS
By signing below, you hereby agree to indemnify and hold Fidelity, its
affiliates, and their respective officers, directors, employees and agents, and
their respective successors and assigns, harmless from and against any and all
losses, liabilities, demands, claims and expenses, attorneys' fees, and taxes
arising out of any actions of Fidelity, you, or your agents in connection
herewith, which are not caused by Fidelity's gross negligence or willful
misconduct. You further agree to hold Fidelity harmless from any consequences of
your investment in the Assets, including, but not limited to, financial failure
of any kind, information errors provided to Fidelity by the issuer, its officers
or employees, or any valuation services, or any misfeasance, fraud or
misappropriation of funds by the publicly or nonpublicly traded entity, its
officers, employees or agents. This provision shall survive the termination of
the Addendum and shall be binding upon, and inure to the benefit of, each
party's respective successors, assigns, heirs, and personal representatives.
5) FEES
You acknowledge that Fidelity is accepting custody of the Assets purely as an
accommodation to your express request to have the Assets held in your Account as
indicated herein in Section 1. To compensate Fidelity for processing and other
costs associated with the Assets, you and your Investment Advisor agree to pay
Fidelity certain fees as set forth below. These fees are in addition to the fees
for your Account as described in the Account Application, or other form of
Account, including the standard execution and clearing fees. In addition, you
will reimburse Fidelity for any expenses incurred by Fidelity in connection with
holding the Assets, including the fees of any sub-custodian utilized by
Fidelity. IN the event that the fees for the third party valuation services as
described herein in Section 3 are not collected from your Investment Advisor you
shall be required to reimburse Fidelity for the fees in connection with such
third-party valuation services.
All customer fees, as described below, will be debited from your Account. If you
wish to have the fees debited from a secondary Fidelity Account, please provide
the Account number here: Account #___-____. If no secondary Account is provided
all fees will be debited from your Account. The Investment Advisor fees, as
defined below, will be debited from the Advisors Master Account at Fidelity.
Customer Fees -- Applicable to each Asset held
Initial Purchase $ 250.00
Subsequent Purchases $ 100.00
Redemptions $ 100.00
Transfers $ 25.00
Annual Valuation Processing Fee $ 50.00
Investment Advisor Fees - Applicable to each Asset held
Document Reviews* $ 100.00
Third-Party Vendor Pricing Fee TBD - case by case
by
* Such fee will be assesses if a request is made to review an asset that is not
within the Asset Acceptability Guidelines. Such fee will be assessed regardless
of whether Fidelity agrees to custody such Asset or not.
By signing below, you hereby instruct National Financial Services LLC, ("NFS"),
as agent for Fidelity Management Trust Company, to deduct the above referenced
Customer Fees from your Account. You may terminate this fee deduction
authorization anytime upon notice to NFS. Such termination shall not effect any
obligation or liability arising prior to termination.
6) ACKNOWLEDGEMENT OF RISK
You acknowledge that Fidelity does not normally trade or hold custody of
non-publicly traded Assets. To induce Fidelity to custody the Assets, you hereby
acknowledge and agree that, Fidelity will use its best efforts in connection
with performing the functions requested herein and that, Fidelity assumes no
responsibility whatsoever for validity, accuracy or enforceability of the
documents evidencing ownership. You acknowledge that investing in publicly or
nonpublicly traded securities, including the Assets in your Account, can be very
high risk. You acknowledge that you and your Investment Advisor, if you have one
are responsible for determining the nature, potential value, and suitability of
the Assets. Fidelity has not provided any advice or guidance on the suitability
of the Assets for you, your Account or value of the Assets.
7) TERMINATION
You acknowledge that you have been advised by Fidelity to consult a tax advisor
before completing this transaction. You have not received any tax advice from
Fidelity to consult a tax advisor before completing this transaction. You have
not received any tax advice from Fidelity and understand that the transaction is
neither allowed nor disallowed by the Internal Revenue Code. You and your
Investment Advisor also agree to pay all fees as described herein (see Section
5) and to adhere to the valuation process as stated above (see Section 3).
Should any adverse consequences result from this transaction, you and your
Investment Advisor will not hold Fidelity responsible in any way. This agreement
is binding on successors and assigns.
Your Signature_________________________________ Date (mm/dd/yr)
Investment Advisor Signature___________________________Date (mm/dd/yr)
________________________________(By its Authorized Agent)
Accepted by:
Printed Name____________________________________ Date (mm/dd/yr)
Title___________________________________________________________
The third-party vendors listed are independent companies and are not affiliated
with Fidelity Investments. Listing them does not suggest an endorsement.
Fidelity Brokerage Services LLC, Member NYSE, SIPC 354554