FUTURES INVESTMENT COMPANY
REPRESENTATIVE'S AGREEMENT
THIS AGREEMENT, made at Fremont, Indiana, this 28th day of July, 1997,
between, FUTURES INVESTMENT COMPANY, hereinafter referred to as FUTURES
INVESTMENT and Shira Del Xxxxxx, its Registered Representative, hereinafter
referred to as "Representative".
In consideration of the mutual covenants herein, the parties hereby agree as
follows:
I. APPOINTMENT Of REPRESENTATIVE
FUTURES INVESTMENT hereby appoints Representative to act as Sales
Representative in connection with the sales of registered and unregistered
securities. At all times you shall act as an independent contractor,
nothing contained in this agreement shall be construed to create the
relationship of employer and employee between you and us. Representative
agrees not to hold himself out as Officer, Director or employee of FUTURES
INVESTMENT. Subject to the terms conditions contained herein, in your
capacity as an independent contractor you shall represent us in soliciting
application for the purchase of securities of any investment company or
other issuer for which we act as dealer or underwriter, and you shall be
free to exercise your own judgment as to the persons whom you will solicit
and the time, place and manner of solicitation. You shall pay your
expenses in connection with your business as a Sales Representative
hereunder.
II. BUSINESS ACTIVITIES OF REPRESENTATIVE.
Representative shall devote his/her best efforts to the performance of this
Agreement. FUTURES INVESTMENT will assist in obtaining the necessary
license and surety bonds for those States which require surety bonds and
the Representative shall bear the cost of these license and bonds
Representative shall not interview prospects or solicit application until
he has secured all licenses required by law and obtained a surety bond
satisfactory to FUTURES INVESTMENT. This Agreement shall terminate upon
cancellation of such bond or non-renewal or cancellation of any license
which Representative is required to have to perform this Agreement.
III. UNDERTAKING BY REPRESENTATIVE
(a) No Violation of FUTURES INVESTMENT's Interests. Neither during the
period of this Agreement nor thereafter shall Representative, (1) use
any information acquired by him/her during the period of this Agreement
in a manner adverse to the interests of FUTURES INVESTMENT or the issuer
of a Security, or (2) do any act to damage the good will of FUTURES
INVESTMENT or such an issuer.
(b) Collections. Representative shall report and remit promptly all
payments for or security to FUTURES INVESTMENT without commingling the
same with his/her own funds.
(c) Branch Office. Representative will act in the capacity of independent
contractor and will not perform any acts which would lead anyone to
believe FUTURES INVESTMENT has a full branch office at any other
location except FUTURES INVESTMENT's home office without written
approval from FUTURES INVESTMENT.
(d) Trafficking or Switching. Representative shall not make any agreement
with any person for repurchase or resale of a Security nor twist or
switch securities of any other company, or twist Insurance policies to
the detriment of the client.
(e) Sales Literature. Representative must obtain the specific written
approval of FUTURES INVESTMENT, before he/she may use any material
concerning a Security, the issuer thereof, or FUTURES INVESTMENT.
(f) Policies of FUTURES INVESTMENT. Representative shall abide by all
rules, regulations and policies of FUTURES INVESTMENT. These policies
will be considered matters of company policy and will be updated,
changed, expanded and deleted, from time to time, as deemed appropriate
and will not alter or supersede this contract.
(g) Authority Limited. Representative shall have no authority to alter or
amend the provisions of a Security nor to incur any, liability on behalf
of FUTURES INVESTMENT or the issuer of a Security.
(h) Compliance with Regulations. Representative agrees to explain fully all
facts pertinent to any security offered to a prospect and to
simultaneously deliver all required and necessary approved offering
documentation in connection therewith. Representative shall not make
false statements, or deliver broker dealer only materials, or
misrepresent or omit to state material facts to any client or
prospective client. Representative shall adhere to and abide by the
rules and regulations of FUTURES INVESTMENT and the rules of fair
practice as prescribed by the NASD and shall comply with all general
rules and regulations promulgated under the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended, as well as with the
Securities and Exchange Commission Statement of Policy, all Federal
Board regulation and all securities acts and regulations of the states
in which Representative is licensed to transact business. Representative
represents that he/she is completely familiar with such regulations.
(i) Exclusive. Representative agrees that during the term of this Agreement,
he/she will not enter into any sales agency, brokerage or other
agreement with any dealer, or issuer of securities other than FUTURES
INVESTMENT and that he/she will not otherwise, directly or indirectly,
place orders of any kind with any such other person or entity without
the prior express written consent of FUTURES INVESTMENT.
(j) Notification and Approval. Representative will inform FUTURES
INVESTMENT in writing of any other financial planning product which
he/she Intends to sell, or service he/she intends to provide and will
not offer said product or service to the public without the prior
written consent of FUTURES INVESTMENT.
IV. COMMISSION PAYMENTS TO REPRESENTATIVE
Your sole compensation will be commission earned with respect to sale made
by you, but only In accordance with and subject to the applicable
Commission Schedule Issued by FUTURES INVESTMENT and In effect at the time
of the sale. Our Commission Schedules are subject to change from time to
time by us without the approval of Representative. Your commission are
payable as set forth In the Commission Schedule attached and made a part of
this Agreement, subject to receipt by us of full payment for the securities
sold In the case of cash sales, open account sales, or other voluntary
Investment program sales and receipt by us of the full dealer concession
for the securities sold. You may not assign, hypothecate or otherwise
encumber your right to receive commission without our prior written
consent. All expense Incurred by Representative in the solicitation and
sale of investments hereunder shall be borne by the Representative. Neither
FUTURES INVESTMENT nor any Issuer of Investment units shall be liable to
Representative for the payment of commissions or expenses.
V. LOSS AND LIMITATIONS ON THE PAYMENT OF COMMISSIONS.
a) Violation of this Agreement. A breach by Representative of any
provision of this Agreement shall terminate this Agreement and
Representative shall not be entitled to receive any payment which he/she
would otherwise be entitled to receive from FUTURES INVESTMENT.
b) Claims, Controversies and Settlements. In event of any claim of
misrepresentation or the use of unfair or inequitable methods, or lack
of proper registration by Representative in regard to the sale of any
Security for which commission are or become due to Representative, or
failure of Representative to remit any collection, FUTURES INVESTMENT
may withhold to the extent it deems necessary, any commissions or other
amount to which Representative is or may become entitled, pending
disposition or settlement of such matter, and in the event it is
established that representative was guilty of wrong-doing FUTURES
INVESTMENT may retain such withheld amounts and any future amounts
received to pay any such disposition or settlement. FUTURES INVESTMENT
may effect settlement with a Security holder or issuer in accordance
with its business judgment and refund in whole or in part any sum paid
by such a holder. Upon the making of a settlement or refund, whether or
not a claim or misrepresentation was made by a certificate holder or
stockholder, FUTURES INVESTMENT shall be entitle to charge back to
Representative the whole or such proportionate part of the withheld
amounts. Representative may not make any settlement or refund to a
holder or stockholder without the prior written approval of FUTURES
INVESTMENT. As used In this paragraph, settlement includes a
cancellation of Security or any adjustment made with a holder of a
Security To the extent that FUTURES INVESTMENT Incurs expense in excess
of such withholding, Representative shall be responsible for payment
thereof upon written demand by FUTURES INVESTMENT, Including any
expenses In collecting the excess from Representative.
c) Right of Offset. FUTURES INVESTMENT reserves the right to apply any sum
payable by FUTURES INVESTMENT to Representative against any indebtedness
of Representative to FUTURES INVESTMENT or for which FUTURES INVESTMENT
may become liable.
VI. TERMINATION.
Death, Disability or Retirement. This Agreement shall be terminate by
death, inability of Representative to perform duties under this Agreement
due to physical or mental disability or retirement of Representative.
Proof of these occurrences shall be in the form required by FUTURES
INVESTMENT. FUTURES INVESTMENT agrees that should Representative become
unwilling or unable to hold the registration(s) necessary to obtain such
trailing commissions whether through death, disability, or otherwise, that
these commissions will then be paid to her husband, Xxxxxxx Xxxxxx, who
will then service the clients, subject to his being properly registered
with the necessary regulatory agency(ies). If both Xxxxxxx and Xxxxx
Xxxxxx should become unwilling or unable to hold the registration(s)
necessary to obtain such trailing commissions whether through death,
disability or otherwise, FUTURES INVESTMENT agrees that these commissions
will then be paid to the person designated by the Pacults or, in case of
death, their heir(s) as designated in the Pacults' testamentary documents,
who will then service these clients, subject to their being properly
registered with the necessary regulatory agency(ies).
(a) Termination by the Parties. This Agreement may be terminated by FUTURES
INVESTMENT without Cause upon thirty (30) days written notice to
Representative and for Cause may be terminated immediately without prior
notice by FUTURES INVESTMENT. This Agreement may be terminated by
Representative upon written notice to FUTURES INVESTMENT. FUTURES
INVESTMENT agrees that all trailing commissions paid to FUTURES
INVESTMENT by the issuer, underwriter, sponsor or other distributor of
direct participation securities as a result of the solicitation and
servicing of clients by Representative will be paid to him/her, less the
percentage to which FUTURES INVESTMENT is entitled pursuant to the
Commission Schedule in effect at the time such commission payments are
made. Should the relationship between FUTURES INVESTMENT and
Representative be terminated by either party for any reason, FUTURES
INVESTMENT consents to the payment of all such commissions to the
broker-dealer designated by him/her and agrees that it will instruct all
issuers, underwriters, sponsors or other distributors of such securities
to transfer all commission payments to the broker-dealer designated by
him/her within five days of such designation and request.
(b) Return of Records. Representative upon termination of this Agreement,
shall return to FUTURES INVESTMENT all supplies, books, video tapes,
cards, Customer records and all other materials and property furnished
to him/her by FUTURES INVESTMENT.
VII. PRIOR AGREEMENTS. This Agreement shall supersede all former Agreement
which have existed between the parties hereto relative to the sale of
securities.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
above written.
FUTURES INVESTMENT COMPANY SALES REPRESENTATIVE
By: /s/ Xxxxxxx Xxxxxx /s/ Shira Del Xxxxxx
Xxxxxxx Xxxxxx Xxxxx Del Xxxxxx
President
