Common use of Appointment of Selling Agent Clause in Contracts

Appointment of Selling Agent. (i) The Partnership hereby appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSB. As described in the Prospectus, 15,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof. (ii) The Partnership hereby also appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 Units are sold) and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 Units are sold (the "Continuous Offering", and, together with the Initial Offering Period, the "Offering Period"). (b) SSB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), as set forth in Schedule I hereto. SSB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period. (c) SSB agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000), including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow fees. (d) SSB agrees that all funds received by SSB from subscribers shall be promptly delivered to European American Bank as escrow agent for the benefit of the subscribers by noon of the second business day after receipt. Furthermore, SSB will require all Soliciting Dealers to forward to SSB, for delivery to the escrow agent, all checks received by them from subscribers for Units by noon of the next business day after their receipt of the (e) SSB represents and confirms that it is registered with the Commodity Futures Trading Commission ("CFTC") as a futures commission merchant and is a member of the National Futures Association ("NFA") in that capacity. Further, any associated person of SSB who receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as an associated person of a futures commission merchant or an introducing broker and shall be an associate member of the NFA (qualified as an associated person by having taken the Series 3 or Series 31 Commodities Exam or having been "grandfathered" as an associated person qualified to do commodity brokerage).

Appointment of Selling Agent. (i) The Partnership hereby appoints SSB SB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSBSB. As described in the Prospectus, 15,000 20,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 20,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof. (ii) The Partnership hereby also appoints SSB SB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 20,000 Units are sold) and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 120,000 Units are sold (the "Continuous Offering", and, together with the Initial Offering Period, the "Offering Period"). (b) SSB SB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 120,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB SB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), as set forth in Schedule I hereto. SSB SB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period. At SB's discretion it may form a group of securities dealers ("Soliciting Dealers") to solicit sales of the Units during the Offering Period. Any such Soliciting Dealer shall execute a Soliciting Dealer Agreement in substantially the form attached hereto as Exhibit A. Each such dealer shall become a party to this Agreement upon notice by SB to the Partnership that SB and such dealer have entered into such Soliciting Dealer Agreement. (c) SSB SB agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000710,000), including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow fees. (d) SSB agrees that all funds received by SSB from subscribers shall be promptly delivered to European American Bank as escrow agent for the benefit of the subscribers by noon of the second business day after receipt. Furthermore, SSB will require all Soliciting Dealers to forward to SSB, for delivery to the escrow agent, all checks received by them from subscribers for Units by noon of the next business day after their receipt of the (e) SSB represents and confirms that it is registered with the Commodity Futures Trading Commission ("CFTC") as a futures commission merchant and is a member of the National Futures Association ("NFA") in that capacity. Further, any associated person of SSB who receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as an associated person of a futures commission merchant or an introducing broker and shall be an associate member of the NFA (qualified as an associated person by having taken the Series 3 or Series 31 Commodities Exam or having been "grandfathered" as an associated person qualified to do commodity brokerage).

Appointment of Selling Agent. (ia) The Partnership hereby appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSB. As described in the Prospectus, 15,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof. (ii) The Partnership hereby also appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 Units are sold) SEC and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 190,000 Units are sold (sold, unless the "Continuous Offering"SBFM, andgeneral partner of the Partnership, together with terminates the Initial Offering Period, the "Offering Period")offering at an earlier date. (b) SSB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 190,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, NASD Inc. ("NASD"), as set forth in Schedule I hereto. SSB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period. (c) SSB The Partnership agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000)Period, including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow banking fees. (d) SSB agrees that all funds received by SSB from subscribers shall be promptly delivered to Citibank N.A. (formerly European American Bank Bank) as escrow agent the bank holding the subscription proceeds for the benefit of the subscribers (the "Bank") by noon of the second business day after receipt. Furthermore, SSB will require all Soliciting Dealers soliciting dealers to forward to SSB, for delivery to the escrow agentBank, all checks received by them from subscribers for Units by noon of the next business day after their receipt of thethe checks. SSB represents and hereby confirms that if it receives checks from customers it will act as processing broker-dealer in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934 and NASD Notices to Members 84-7 and 84-64. (e) SSB represents and confirms that it is registered with the Commodity Futures Trading Commission ("CFTC") as a futures commission merchant and is a member of the National Futures Association ("NFA") in that capacity. Further, any associated person of SSB who receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as an associated person of a futures commission merchant or an introducing broker and shall be an associate member of the NFA (qualified as an associated person by having taken the Series 3 or Series 31 Commodities Exam or having been "grandfathered" as an associated person qualified to do commodity brokerage).

Appointment of Selling Agent. (i) The Partnership hereby appoints SSB SB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSBSB. As described in the Prospectus, 15,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof. (ii) The Partnership hereby also appoints SSB SB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 Units are sold) and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 100,000 Units are sold (the "Continuous Offering", and, together with the Initial Offering Period, the "Offering Period"). (b) SSB SB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 100,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB SB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), as set forth in Schedule I hereto. SSB SB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period. At SB's discretion it may form a group of securities dealers ("Soliciting Dealers") to solicit sales of the Units during the Offering Period. Any such Soliciting Dealer shall execute a Soliciting Dealer Agreement in substantially the form attached hereto as Exhibit A. Each such dealer shall become a party to this Agreement upon notice by SB to the Partnership that SB and such dealer have entered into such Soliciting Dealer Agreement. (c) SSB SB agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000700,000), including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow fees. (d) SSB SB agrees that all funds received by SSB SB from subscribers shall be promptly delivered to European American Bank as escrow agent for the benefit of the subscribers by noon of the second business day after receipt. Furthermore, SSB SB will require all Soliciting Dealers to forward to SSBSB, for delivery to the escrow agent, all checks received by them from subscribers for Units by noon of the next business day after their receipt of thethe checks. SB represents and hereby confirms that if it receives checks from customers it will act as processing broker-dealer in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934 and NASD Notices to Members 84-7 and 84-64. (e) SSB SB represents and confirms that it is registered with the Commodity Futures Trading Commission ("CFTC") as a futures commission merchant and is a member of the National Futures Association ("NFA") in that capacity. Any Soliciting Dealer selected by SB that receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as a futures commission merchant or an introducing broker and shall be a member of the NFA. Further, any associated person of SSB SB or a Soliciting Dealer who receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as an associated person of a futures commission merchant or an introducing broker and shall be an associate member of the NFA (qualified as an associated person by having taken the Series 3 or Series 31 Commodities Exam or having been "grandfathered" as an associated person qualified to do commodity brokerage).

Appointment of Selling Agent. (i) The Partnership hereby appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSB. As described in the Prospectus, 15,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof. (ii) The Partnership hereby also appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 Units are sold) and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 100,000 Units are sold (the "Continuous Offering", and, together with the Initial Offering Period, the "Offering Period"). (b) SSB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 100,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), as set forth in Schedule I hereto. SSB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period. At SSB's discretion it may form a group of securities dealers ("Soliciting Dealers") to solicit sales of the Units during the Offering Period. Any such Soliciting Dealer shall execute a Soliciting Dealer Agreement in substantially the form attached hereto as Exhibit A. Each such dealer shall become a party to this Agreement upon notice by SSB to the Partnership that SSB and such dealer have entered into such Soliciting Dealer Agreement. (c) SSB agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000700,000), including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow fees. (d) SSB agrees that all funds received by SSB from subscribers shall be promptly delivered to European American Bank as escrow agent for the benefit of the subscribers by noon of the second business day after receipt. Furthermore, SSB will require all Soliciting Dealers to forward to SSB, for delivery to the escrow agent, all checks received by them from subscribers for Units by noon of the next business day after their receipt of thethe checks. SSB represents and hereby confirms that if it receives checks from customers it will act as processing broker-dealer in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934 and NASD Notices to Members 84-7 and 84-64. (e) SSB represents and confirms that it is registered with the Commodity Futures Trading Commission ("CFTC") as a futures commission merchant and is a member of the National Futures Association ("NFA") in that capacity. Any Soliciting Dealer selected by SSB that receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as a futures commission merchant or an introducing broker and shall be a member of the NFA. Further, any associated person of SSB or a Soliciting Dealer who receives continuing compensation in the form of a portion of the commodity brokerage fees paid by the Partnership shall be registered with the CFTC as an associated person of a futures commission merchant or an introducing broker and shall be an associate member of the NFA (qualified as an associated person by having taken the Series 3 or Series 31 Commodities Exam or having been "grandfathered" as an associated person qualified to do commodity brokerage).