SOLICITING DEALER AGREEMENT
XXXXXX INTERNATIONAL RAW MATERIALS FUND, L.P.
2,000,000 UNITS OF LIMITED PARTNERSHIP INTEREST
Ladies and Gentlemen:
Xxxxxx International Raw Materials Fund, L.P. (the "Partnership"), an
Illinois limited partnership, was formed on May 8, 2000, and is governed by the
Agreement of Limited Partnership (the "Partnership Agreement") in the form
included as an Appendix to the Prospectus (as described in Section 1 hereof).
The general partner of the Partnership is Xxxxxxx Management Company, L.L.C., an
Illinois limited liability company (the "General Partner"). Unless otherwise
defined, capitalized terms used herein shall have the same meaning as in the
Prospectus.
The Partnership is offering to the public an aggregate maximum of up
to 2,000,000 units of limited partnership interests ("Units") for a purchase
price of $100 per Unit with a minimum initial investment of one hundred (100)
Units ($10,000).
The subscribers, each of whom will be required to enter into a
subscription agreement substantially similar to the form of the Subscription
Agreement attached as Appendix B to the Prospectus (the "Subscription
Agreement"), will, upon acceptance of their subscriptions by and in the
discretion of the General Partner, become limited partners of the Partnership
(the "Limited Partners").
There is no underwriter in this offering. Under the Partnership
Agreement, we are authorized to retain the services of securities dealers who
are members of the National Association of Securities Dealers, Inc. (the
"Soliciting Dealers") to solicit subscriptions. You are hereby invited to become
a Soliciting Dealer and, as such, to solicit subscriptions for the Units, in
accordance with the following terms and conditions:
1. REGISTRATION STATEMENT. A registration statement (the
"Registration Statement") with respect to the 2,000,000 Units has been filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), and has become effective. As
used in this Agreement, the term "Registration Statement" means such
registration statement in the form in which it becomes effective, the term
"Effective Date" means the date upon which the Registration Statement is or
was first declared effective by the Commission and the term "Prospectus"
means the prospectus in the form constituting a part of the Registration
Statement as well as in the form first filed with the Commission pursuant to
its Rule 424 after the Registration Statement becomes effective and any
amendment or supplement thereto. The 2,000,000 Units and the Offering are more
particularly described in the Prospectus.
2. COMPLIANCE WITH LAWS; SUITABILITY. With respect to your
participation in the offer and sale of the Units, you agree to comply and shall
comply with any applicable requirements of the Act, the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the published rules and regulations of
the Commission thereunder, the applicable state securities or blue sky laws, the
Rules of the National Association of Securities Dealers, Inc. (the "NASD"), the
rules and regulations of the Commodity Futures Trading Commission ("CFTC") and,
to the extent applicable, the National Futures Association ("NFA"), and any
other applicable laws, rules and regulations. In addition, solicitation and
other activities hereunder shall be undertaken only in accordance with this
Agreement and the Blue Sky Survey hereinafter referred to.
In offering the sale of Units to any person, you shall have
reasonable grounds to believe (based on such information as the investment
objectives, other investments, financial situation and needs of the person or
any other information known by you after due inquiry) that: (i) such person is
or will be in a financial position appropriate to enable such person to realize
to a significant extent the benefits described in the Prospectus and has a net
worth sufficient to sustain the risks inherent in the program, including loss of
the investment and lack of liquidity; (ii) the purchase of the Units is
otherwise suitable for such person, and each Soliciting Dealer shall maintain
records disclosing the basis upon which each Soliciting Dealer determined the
suitability of any persons offered Units; and (iii) such person has either: (a)
a minimum annual gross income of $45,000 and a minimum net worth (exclusive of
home, home furnishings and automobiles) of $45,000; or (b) a minimum net worth
(determined with the foregoing exclusions) of $150,000.
Suitability standards are higher in certain states as set
forth in the Subscription Agreement and the Prospectus.
Each Soliciting Dealer agrees: (i) to deliver to each person
who subscribes for the Units, a Prospectus, as then supplemented or amended,
prior to the tender of his Subscription Agreement; (ii) to comply promptly with
the written request of any person for a copy of the Prospectus during the period
between the effective date of the Registration Statement and the later of the
termination of the distribution of the Units or the expiration of 40 days after
the first date upon which the Units were offered to the public; (iii) to deliver
in accordance with applicable law or as prescribed by any state securities
administrator to any person a copy of any prescribed document included within
the Registration Statement; and (iv) to maintain in its files for at least six
years, documents disclosing the basis upon which the determination of
suitability was reached as to each purchaser of Units.
3. NO ADDITIONAL INFORMATION OR MATERIALS. Neither you nor any
other person is authorized by the Partnership or by us to give any information
or materials or make any representations in connection with this Agreement or in
connection with the offer of Units other than those contained in the Prospectus,
as then amended or supplemented. You agree not to publish, circulate or
otherwise use any advertisement or solicitation material without our prior
written approval and without any necessary regulatory approval. You are not
authorized to act as our agent in any respect, and you agree not to act as such
agent and not to purport to act as such agent.
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4. COMPENSATION.
Subject to the terms and conditions set forth herein, you
shall be paid a selling commission of 4.5% of the price paid per Unit for all
Units sold (except as described below) from the 2,000,000 Units offered on a
"best efforts" basis for which you have acted as Soliciting Dealer pursuant
to this Agreement.
Notwithstanding the foregoing, no selling commissions or
any payments or amounts whatsoever will be paid to you unless and until one
hundred thousand (100,000) Units (the "Minimum Offering") have been sold and
the proceeds therefrom are released from escrow and paid to the Partnership.
Subject to certain conditions and exceptions explained below,
investors making an initial purchase of at least $25,000 worth of Units (250
Units) through the same Soliciting Dealer will be entitled to a reduction of the
customary 4.5% selling commission payable in connection with the purchase of
those Units in accordance with the following schedule:
AMOUNT OF PURCHASER'S INVESTMENT MAXIMUM SELLING AMOUNT OF VOLUME
------------------------------------------ COMMISSION PER UNIT DISCOUNT
FROM TO
-------------------- ------------------ ----------------------- -----------------------
$ 25,000 $ 249,999 3% 1.5%
250,000 and over 2% 2.5%
Any reduction in the amount of the selling commission in
respect of volume discounts will be credited to the investor in the form of a
cash credit or cash rebate. As to sales of Units which are entitled to volume
discounts, the Partnership will pay the maximum selling commissions per Unit set
forth above.
Purchases may not be combined for the purpose of qualifying
for a volume discount.
Notwithstanding the foregoing, it is understood and agreed
that no commission shall be payable with respect to particular Units if the
General Partner rejects a proposed subscriber's Subscription Agreement, which it
may do for any reason or for no reason, as set forth in the form of Subscription
Agreement. In addition, no selling commission shall be payable in connection
with the sale of Units directly by the Partnership, in connection with the
performance of services, to employees and associates of the Partnership and its
affiliates, the General Partner, affiliates of the General Partner, or their
respective officers and employees and certain of their affiliates who request
and are entitled to such discount.
All selling commissions payable to you will be paid on a
weekly basis, substantially concurrently with the acceptance of a subscriber as
a Limited Partner by the Partnership, in an amount equal to the selling
commissions payable with respect to such Units;
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provided however, the Partnership reserves the right, at its sole discretion,
to change the frequency of the payment of such commissions to a monthly basis.
5. RESERVATION OF UNITS. We reserve the right to notify you by
telegram, facsimile or by other means of the number of Units reserved for sale
by you. Such Units will be reserved for sale by you until the time specified in
our notification to you. Sales of any reserved Units after the time specified in
the notification to you or any requests for additional Units will be subject to
rejection in whole or in part.
6. SUBSCRIPTION AGREEMENTS AND SUBSCRIBERS' FUNDS. Payments
for Units shall be made by checks payable to "Xxxxxx International Raw
Materials Fund, L.P." and forwarded together with a completed copy of the
Subscription Agreement, the form of which is attached as Appendix B to the
Prospectus, and the counterpart signature page to the Partnership Agreement,
each executed by the subscriber, to Xxxxxx International Raw Materials Fund,
L.P., c/o DPM, LLC, X.X. Xxx 0000, Xxxxxxxx, Xxx Xxxxxx 00000-0000,
Attention: Subscription Department. Alternatively, a completed copy of the
Subscription Agreement and a counterpart signature page to the Partnership
Agreement may be transmitted via facsimile to DPM, while the appropriate
subscription proceeds are transferred by bank wire transfer to Mellon Bank.
Manually signed copies of the Subscription Agreements and counterpart
signature page to the Partnership Agreements should then be mailed to DPM.
Such Subscription Agreements, counterpart signature page to the Partnership
Agreements and checks/wire transfers must be received not later than five
days prior to the end of each month in order to guarantee that the
subscription will be accepted as of the start of the following month.
If any Subscription Agreement solicited by you is rejected by the
General Partner, the Subscription Agreement and check will be promptly returned
to the rejected subscriber. Nothing contained in this Section 6 shall be
construed to impose upon the Partnership the responsibility of assuring that
prospective purchasers meet the suitability standards contained in the
Prospectus or to relieve you or any of the other Soliciting Dealers of the
responsibility of complying with the Rules of the NASD.
7. BLUE SKY. We will inform you as to the jurisdictions in which
the Units have been qualified or registered for sale or are exempt under the
respective securities or "blue sky" laws of such jurisdictions; but we have not
assumed and will not assume any obligation or responsibility as to your right to
act as a broker and/or a dealer with respect to the Units in any such
jurisdiction. You agree that you will not make any offers except in states in
which we may advise you that the Offering has been qualified or registered or is
exempt from qualification or registration and further agree to assure that each
person to whom you sell Units (at both the time of the initial purchase as well
as at the time of any subsequent purchases) meets any special suitability
standards which apply to sales in a particular jurisdiction, as described in the
Blue Sky Survey and the Subscription Agreement. Neither we nor the Partnership
assume any obligation or responsibility in respect of the qualification or
registration of the Units covered by the Prospectus under the laws of any
jurisdiction or your qualification to act as a broker and/or a dealer with
respect to the Units in any jurisdiction. The Blue Sky Survey which has been or
will be furnished to you indicates the jurisdictions in which the Units have
been qualified or registered for sale and the jurisdictions in which it is
believed that the offer and sale of Units covered by the Prospectus is exempt
from qualification or registration, or requires action under,
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the applicable blue sky or securities laws thereof, and what action, if any, has
been taken with respect thereto.
It is understood and agreed that under no circumstances will
you, as a Soliciting Dealer, engage in any activities hereunder in any
jurisdiction in which you may not lawfully so engage or in any activities in any
jurisdiction with respect to the Units in which you may lawfully so engage
unless you have complied with the provisions hereof.
8. PARTNERSHIP'S AUTHORITY. We shall have full authority to take
such action as we may deem advisable with respect to all matters pertaining to
the Offering or arising thereunder. We shall not be under any liability (except
for (i) our own lack of good faith and (ii) for obligations expressly assumed by
us hereunder) for or in respect of the validity or value of or title to, the
Units; the form of, or the statements contained in, or the validity of, the
Registration Statement, the Prospectus or any amendment or supplement thereto,
or any other instrument executed by the Partnership or by others; the form or
validity of this Agreement; the delivery of the Units; the performance by the
Partnership or by others of any agreement on its or their part; the
qualification or registration of the Units for sale under the laws of any
jurisdiction; or any other matter in connection with any of the foregoing;
provided, however, that nothing in this paragraph shall be deemed to relieve the
Partnership or the undersigned from any liability imposed by the Act. No
obligations on the part of the Partnership or the undersigned shall be implied
or inferred herefrom.
9. DUE DILIGENCE. Prior to offering the Units for sale, you shall
have conducted an inquiry such that you have reasonable grounds to believe,
based on information made available to you by the Partnership through the
Prospectus or other materials, that all material facts are adequately and
accurately disclosed and provide a basis for evaluating a purchase of Units. In
determining the adequacy of disclosed facts pursuant to the foregoing, each
Soliciting Dealer may obtain, upon request, information on material facts
relating at a minimum to the following:
(a) accounts with futures commission merchants;
(b) accounts with respect to government securities;
(c) performance of the Xxxxxx International Commodity
Index;
(d) composition of the Xxxxxx International Commodity
Index; and
(e) financial stability and experience of the Partnership
and the General Partner.
Notwithstanding the foregoing, each Soliciting Dealer may rely upon the results
of an inquiry conducted by another Soliciting Dealer, provided that:
(i) such Soliciting Dealer has reasonable grounds to
believe that such inquiry was conducted with due
care;
(ii) the results of the inquiry were provided to you with
the consent of the Soliciting Dealer conducting or
directing the inquiry; and
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(iii) no Soliciting Dealer that participated in the inquiry
is an affiliate of the Partnership.
Prior to the sale of the Units, each Soliciting Dealer shall inform the
prospective purchaser of all pertinent facts relating to the liquidity and
marketability of the Units during the term of the investment.
10. REPRESENTATION AND WARRANTIES OF THE GENERAL PARTNER. The
General Partner hereby represents, warrants and agrees with you that:
(a) REGISTRATION STATEMENT AND PROSPECTUS. A
registration statement (File No. 333-41780) on Form S-1 with respect to an
aggregate of 2,000,000 Units, has been prepared by the Partnership pursuant
to the Act, and the rules and regulations of the Commission thereunder and
has been filed with the Commission under the Act; one or more amendments to
such registration statement have been or may be so prepared and filed. The
Commission has not issued any stop order suspending the effectiveness of the
Registration Statement and no proceedings for that purpose have been
instituted or are pending before or threatened by the Commission under the
Act.
(b) COMPLIANCE WITH THE ACT. From the time the
Registration Statement becomes effective and at all times subsequent thereto up
to and including the date on which the Offering is terminated:
(i) the Registration Statement, the Prospectus
and any amendments or supplements thereto will contain all
statements which are required to be stated therein by the Act
and the rules and regulations thereunder and will comply in
all material respects with the Act and the rules and
regulations thereunder; and
(ii) neither the Registration Statement nor the
Prospectus nor any amendment or supplement thereto will
include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(c) LIMITED PARTNERSHIP STATUS AND AUTHORIZATION. The
Partnership is a limited partnership duly formed and validly existing under the
Illinois Revised Uniform Limited Partnership Act, as amended, with full
partnership power and authority to carry out its obligations under this
Agreement, its Certificate of Limited Partnership, as amended from time to time
(the "Partnership Certificate") and the Partnership Agreement, and to conduct
its business as described in the Prospectus.
(d) PENDING ACTIONS. There is no material action, suit or
proceeding pending or, to the knowledge of the Partnership, threatened, to which
the Partnership is a party, before or by any court or governmental agency or
body which adversely affects the offering of the Units.
(e) AUTHORIZATION OF THE UNITS. The offer and sale of the
Units has been duly authorized by the Partnership and the Units constitute valid
limited partnership interests in the Partnership which conform to the
description thereof contained in the Prospectus.
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11. CONDITIONS OF OBLIGATIONS. Your obligations under this
Agreement shall be subject to the accuracy of the representations and warranties
on the part of the General Partner contained in Section 10 hereof, the accuracy
of the statements of the Partnership made pursuant to the provisions hereof, and
to the following additional conditions:
(a) EFFECTIVENESS OF REGISTRATION STATEMENT. The
Registration Statement shall already have become effective or shall become
effective not later than 5:00 p.m., Chicago, Illinois time, on the day following
the date of this Agreement, or such later time and date as you and the
Partnership shall have agreed; no stop order suspending the effectiveness of the
Registration Statement shall have been issued by the Commission and, to the best
knowledge of the Partnership or you, no proceedings for that purpose shall have
been instituted, threatened or contemplated by the Commission; and any request
by the Commission for additional information (to be included in the Registration
Statement or Prospectus or otherwise) shall have been complied with to the
reasonable satisfaction of you or your counsel.
(b) ACCURACY OF REGISTRATION STATEMENT. You shall not
have advised the Partnership that the Registration Statement or the Prospectus,
or any amendment or any supplement thereto, in the reasonable opinion of you or
your counsel, contains any untrue statement of fact which is material, or omits
to state a fact which is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
12. INDEMNIFICATION.
(a) The Partnership agrees to indemnify and hold harmless
you and each person, if any, who controls you within the meaning of the Act
(collectively, the "Indemnified Parties"), against any and all loss, liability,
claim, damage and expense whatsoever caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, the
Prospectus or any amendment or supplement thereto, or by the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. Such indemnification shall be subject to the
provisions of Sections 12(b) and (c) of this Agreement.
The Partnership shall not provide indemnification for any
liability or loss suffered by you, nor shall it provide that you be held
harmless for any liability suffered by the Partnership unless all of the
following conditions are met: (i) the party seeking indemnification has
determined, in good faith, that its course of conduct, if such course of conduct
caused the loss or liability, was in the best interests of the Partnership; (ii)
the person seeking indemnification was acting on behalf of or performing
services on behalf of the Partnership; (iii) such liability or loss was not the
result of negligence or misconduct on the part of the party seeking
indemnification or the Indemnified Party; and (iv) such indemnification or
agreement to be held harmless is recoverable only out of the assets of the
Partnership and not from the Limited Partners.
In no case shall the Partnership be liable under this
indemnity agreement with respect to any claim made against any of the
Indemnified Parties unless the Partnership shall have been notified in writing
(in the manner provided in Section 14 hereof) of the nature of the claim within
a reasonable time after the assertion thereof; but the failure to so notify the
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Partnership shall not relieve the Partnership from any liability which the
Partnership would have incurred otherwise than on account of this indemnity
agreement. The Partnership shall be entitled to participate, at its own expense,
in the defense of, or if it so elects within a reasonable time after receipt of
such notice, to assume the defense of any claim or suit for which any of the
Indemnified Parties seek indemnification hereunder. If the Partnership elects to
assume such defense, the defense shall be conducted by counsel chosen by it and
reasonably satisfactory to the Indemnified Parties.
In the event that the Partnership elects to assume the defense
of any such suit and retains such counsel, the Partnership shall not be liable
under this Section 12 to the Indemnified Parties in the suit for any legal or
other expenses subsequently incurred by the Indemnified Parties, and the
Indemnified Parties shall bear the fees and expenses of any additional counsel
retained by the Indemnified Parties unless: (A) the employment of counsel by the
Indemnified Party has been authorized by the Partnership; or (B) the Partnership
shall not in fact have employed counsel to assume the defense of such action, in
either of which events such fees and expenses shall be borne by the Partnership.
The Partnership may advance amounts to the Indemnified Parties
for legal and other expenses and costs incurred as a result of any legal action
for which indemnification is being sought only if all of the following
conditions are satisfied: (i) the legal action relates to acts or omissions with
respect to the performance of duties or services by one or more Indemnified
Parties for or on behalf of the Partnership; (ii) the legal action is initiated
by a third party who is not a Limited Partner and a court of competent
jurisdiction specifically approves such advancement; and (iii) the Indemnified
Parties receiving such advances undertake to repay the advanced funds to the
Partnership, together with the applicable legal rate of interest thereon, in
cases in which such Indemnified Parties are thereafter found not to be entitled
to indemnification.
Notwithstanding the foregoing provisions of this Section 12,
the Partnership will not be liable in any such case to the extent that any loss,
liability, claim, damage or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Partnership by or on behalf of you or any Soliciting Dealer for use in the
preparation of the Registration Statement (or any amendment thereof) or the
Prospectus (or any amendment or supplement thereto) nor for matters arising or
subject to the provisions of Section 12(c) below. The foregoing indemnity
agreement is subject to the further condition that, insofar as it relates to any
untrue statement, alleged untrue statement, omission or alleged omission made in
the Prospectus but eliminated or remedied in any amendment or supplement
thereto, such indemnity agreement shall not inure to your benefit or to any
Soliciting Dealer from whom the person asserting any loss, liability, claim,
damage or expense purchased the Units which are the subject thereof (or to the
benefit of any person who controls you or any Soliciting Dealer), if a copy of
the Prospectus as so amended or supplemented was sent or given to you, any such
affected Soliciting Dealer or such person at or prior to the time the
subscription of such person was accepted by the Partnership. This indemnity
agreement will be in addition to any liability which the Partnership may
otherwise have.
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(b) The indemnification and agreement to hold harmless
provided in subparagraph (a) of this Section 12 is further limited to the extent
that no such indemnification by the Partnership of you shall be permitted under
this Agreement for or arising out of an alleged violation of federal or state
securities laws unless one or more of the following conditions are met: (i)
there has been a successful adjudication on the merits of each count involving
alleged securities law violations by you and a court of competent jurisdiction
has approved indemnification of the litigation costs; (ii) such claims against
you have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the particular indemnitee and the court has approved
indemnification of the litigation costs; or (iii) a court of competent
jurisdiction approves a settlement of the claims against you and finds that
indemnification of the settlement and related costs should be made and the court
considering the request has been advised of the position of the Commission and
of the published positions of any state securities regulatory authority in which
securities of the Partnership were offered and sold respecting the availability
and/or propriety of indemnification for securities law violations.
(c) You agree to indemnify and hold harmless the
Partnership and the General Partner, and each person, if any, who controls the
Partnership and the General Partner within the meaning of the Act: (i) to the
same extent as in the foregoing indemnity from the Partnership to you, but only
with reference to statements or omissions based upon the information relating to
you furnished in writing by you or on your behalf for use in the Registration
Statement or the Prospectus, or any amendment or supplement thereto; and (ii)
for any violation by you in the sale of the Units of any applicable state or
federal law or any rule, regulation or instruction thereunder, provided that
such violation is not committed in reliance on any violation by the Partnership
of such law, rule, regulation or instruction.
You further agree to indemnify and hold harmless the
Partnership and the General Partner and any controlling person of the
Partnership and the General Partner against any losses, liabilities, claims,
damages or expenses to which the Partnership and the General Partner or any such
controlling person may become subject under the securities or blue sky laws of
any jurisdiction insofar as such losses, liabilities, claims, damages or
expenses (or actions, proceedings or investigations in respect thereof) arise by
reason of a sale of the Units through the efforts of you which is effected other
than in accordance with the Blue Sky Survey supplied to you by the Partnership
(a "Non-Permitted Sale"), whether such Non-Permitted Sale is caused by a sale in
a jurisdiction other than those specified in the Blue Sky Survey, by a sale in a
jurisdiction in which you are not registered to sell the Units or which results
in a sale in a jurisdiction in excess of the number of Units permitted to be
sold in such jurisdiction, and will reimburse the Partnership or General Partner
or any such controlling person for any legal fees, monetary penalties or other
expenses reasonably incurred by any of them in connection with investigating,
curing or defending against any such losses, liabilities, claims, damages,
actions, proceedings or investigations. This indemnity agreement will be in
addition to any liability which you may otherwise have.
(d) The notice provisions contained in Section 12(a)
hereof, relating to notice to the Partnership, shall be equally applicable to
you if the Partnership or General Partner or any controlling person of the
Partnership or General Partner seeks indemnification pursuant to Section 12(c)
hereof. In addition, you may participate in the defense, or assume the defense,
of
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any such suit so sought under Section 12(c) hereof and have the same rights
and privileges as the Partnership or General Partner enjoys with respect to such
suits under Section 12(a) hereof.
13. TERMINATION OF THIS AGREEMENT. This Agreement, except for the
provisions of Sections 8 and 12 hereof, may be terminated at any time by either
party hereto by two days prior written notice to the other party and, in all
events, this Agreement shall terminate at the close of business on the date of
termination of the Offering, except for the provisions of Sections 8 and 12
hereof.
Termination of this Agreement pursuant to this Section 13 shall be
without liability of any party to any other party other than as provided in
Section 12 hereof, which shall survive such termination.
14. NOTICES. Any communications from you should be in writing
addressed to us at Xxxxxxx Management Company, L.L.C., 0000 Xxxx Xxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000 (Attention: Xxxxxxx Xxxxxxxx). Any notice from
us to you shall be deemed to have been duly given if mailed, communicated by
telegraph or facsimile or delivered by overnight courier to you at your address
shown below.
15. APPLICABLE LAW. This Agreement and any disputes relative to
the interpretation or enforcement hereto shall be governed by and construed
under the internal laws, as opposed to the conflicts of laws provisions, of the
State of Illinois.
16. EFFECTIVENESS OF AGREEMENT. This Agreement shall become
effective at 5:00 p.m., Chicago, Illinois time, on the Effective Date, or at
such earlier or later time as you and the General Partner agree.
17. NOT A SEPARATE ENTITY. Nothing herein contained shall
constitute the undersigned, you, the other Soliciting Dealers or any of them as
an association, partnership, limited liability company, unincorporated business
or other separate entity.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return this Agreement to us, whereupon this
instrument will become a binding agreement between you and us in accordance with
its terms.
Very truly yours,
XXXXXX INTERNATIONAL RAW MATERIALS
FUND, L.P.
By: Xxxxxxx Management Company, L.L.C.
Its: General Partner
By: ----------------------------
____________, 2000 A Managing Member
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We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms
and conditions of the above Soliciting Dealer Agreement. We hereby represent
that we will comply with the applicable requirements of the Act and the Exchange
Act and the published Rules and Regulations of the Commission under the Act and
the Exchange Act, all applicable blue sky or other state securities laws, and
all applicable rules and regulations of the CFTC and the NFA. We confirm that we
are a member in good standing of the NASD. We hereby represent that we will
comply with the Rules of the NASD and all rules and regulations promulgated by
the NASD.
Dated: ____________, 2000
-----------------------------------------------
Name of Soliciting Dealer
-----------------------------------------------
Federal Identification Number
By: ------------------------------------------
Authorized Signature
Kindly have checks representing commissions forwarded as follows (if different
than above):
(Please type or print)
Name of Firm: ------------------------------------------------------
Address: ------------------------------------------------------
Street
------------------------------------------------------
City
------------------------------------------------------
State and Zip Code
------------------------------------------------------
(Area Code) Telephone No.
Attention: ------------------------------------------------------
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