Exhibit 99.2(k)(iii)
SELLING AND INVESTOR SERVICING AGREEMENT FOR
ASA HEDGED EQUITY FUND LLC
ASA DEBT ARBITRAGE FUND LLC
ASA MARKET NEUTRAL EQUITY FUND LLC
ASA MANAGED FUTURES FUND LLC
TO: PFPC DISTRIBUTORS, INC.
000 Xxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000
FROM:
____________________________________
Name of Firm
____________________________________
Address of Principal Office
____________________________________
City, State, Zip Code
Ladies and Gentlemen:
For the mutual promises contained herein and other good and valuable
consideration, we enter into this Agreement with you for the sale of the
beneficial interests (the "Interests") of the ASA HEDGED EQUITY FUND LLC, ASA
DEBT ARBITRAGE FUND LLC, ASA MARKET NEUTRAL EQUITY FUND LLC, and ASA MANAGED
FUTURES FUND LLC (each, the "Fund") of which you are the Distributor and whose
Interests are offered at the net asset value next determined after a purchase
order is effective (the "Current Offering Price"). Upon acceptance of this
Agreement by you, we understand that we may offer and sell Interests of the
Fund subject, however, to all of the terms and conditions hereof and to the
Fund's right, without notice, to suspend or terminate the sale of Interests.
1. We understand that we will be compensated by you as set forth in the
applicable current Prospectus for each Fund for services that we provide
pursuant to this Agreement. The term "Prospectus" herein refers to the
prospectus on file with the Securities and Exchange Commission (the
"SEC") which is part of the registration statement of the Fund under the
Securities Act of l933, as amended. We acknowledge that any compensation
paid to us is subject to all rules and regulations of the National
Association of Securities Dealers, Inc. (the "NASD").
2. We desire to make the Interests available to our customers and you will
confirm transactions in accordance with the terms and conditions set
forth herein.
a. The customers in question are for all purposes our customers and not
your customers. You shall execute our transactions for each of our
customers only upon our authorization; it being understood in all
cases that (i) we are acting as the agent for the customer; (ii) as
between us and the customer, the customer will have beneficial
ownership of the securities; (iii) each transaction is initiated
solely upon the order of the customer; (iv) each transaction shall
be executed by the Fund only upon receipt of instructions from us
acting as agent for our customer, and (v) each transaction is for
the account of the customer and not for our account. We represent
and warrant that we will have the full right, power and authority to
effect transactions in Interests on behalf of all customer accounts
provided by us to the transfer agent of the Fund as such term is
defined in the Prospectus of the Fund (the "Transfer Agent"). We
shall be responsible for opening and approving and monitoring
customer accounts, all in accordance with applicable law.
b. All orders for the purchase of Interests during the initial offering
period shall be executed at the initial public offering price per
Interest as set forth in the Prospectus. All orders for the purchase
of Interests during the continuous offering period shall be executed
at the then Current Offering Price. All requests for repurchase of
Interests shall be executed at
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the net asset value per Interest as determined on the valuation date
for the repurchase offer, as set forth in the Prospectus of the Fund
or the applicable tender offer notice, as the case may be. We
acknowledge that the Interests are not subject to a front-end sales
load. If we charge our customers a purchase fee, we agree that we
will disclose such fee in writing to our customers.
c. We expressly acknowledge and understand that Interests will not be
repurchased by either the Fund (other than through repurchase offers
or tender offers from time to time) or you and that no secondary
market for the Interests exists currently or is expected to develop.
We also expressly acknowledge and agree that, in the event our
customer cancels their order for Interests after confirmation, such
Interests may not be repurchased, remarketed or otherwise disposed
of by or through you. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR
A TENDER OFFER BY A FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS
THEN CURRENT PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY
PROHIBITED.
d. We expressly acknowledge and agree that Interests may only be
offered to "Qualified Clients" as such term is defined in the
Investment Advisors Act of 1940. Interests may not be purchased by
nonresident aliens, foreign corporations foreign partnerships,
foreign trusts or foreign estates, each as defined in the Internal
Revenue Code of 1986, as amended. We agree that we shall obtain for
each customer a certification from the customer that it meets all of
the requirements for investment in the Fund, the form of which
certification is attached to this agreement. We shall be solely
responsible obtaining such certification and performing whatever due
diligence we deem necessary for ensuring that we are making offers
only to Qualified Clients. We acknowledge and understand that you
have no relationship with our customers and shall not be responsible
for determining that our customers are Qualified Clients or that an
investment in the Fund by any of our customers is suitable for such
customer.
e. We will provide the following support services to customers who may
from time to time beneficially own Interests of the Fund: (i)
handling customer inquiries regarding the Fund; (ii) assisting in
the enhancement or relations and communications between customers
and the Fund; (iii) assisting in the establishment and maintenance
of customer accounts with the Fund; (iv) assisting in the
maintenance of Fund records containing customer information; and (v)
providing such other similar services as you may reasonably request
to the extent that we are permitted to do so under applicable
statutes, rules, or regulations. For such services, you agree to pay
us an Investor Servicing Fee equal to 0.60% (on an annualized basis)
of the aggregate value of outstanding Interests held by our
customers, determined as of the last day of the calendar quarter
(before any repurchases of Interests). We acknowledge and agree that
you shall not be responsible for the payment of any such fee unless
and until you have received reimbursement for such payment from the
Fund and we agree to waive the payment of such fee until you have
received payment from the Fund.
In no transaction shall we have any authority to act as agent for the
Fund or for you. We understand and agree that, as Distributor for the
Interests, you are acting as a disclosed agent of the Fund and are not
liable to the Fund for payment for purchases of Interests.
3. The minimum dollar purchase of Interests shall be the applicable minimum
amount described in the then current applicable Prospectus and no order
for less than such amount will be accepted hereunder. All purchase
requests and applications submitted by us are subject to acceptance or
rejection in the Fund's sole discretion. The Fund reserves the right, at
its discretion and without notice, to suspend the sale of Interests or
withdraw entirely the sale of Interests of any Fund.
4. We certify (a) that we are a member of the NASD and agree to maintain
membership in the NASD or (b) in the alternative, that we are a foreign
dealer not eligible for membership in the NASD or (c) a registered
investment adviser. In any case, we agree to abide by all the rules and
regulations of the SEC and the NASD, including, without limitation, Rule
2830 of the NASD Conduct Rules, all of which are incorporated herein as
if set forth in full. We further agree to comply with all applicable
state and Federal laws and the rules and regulations of authorized
regulatory agencies. We agree that we will not sell or offer for sale
Interests in any state or jurisdiction where they have not been qualified
for sale. You will make available to us a current list of the
jurisdictions in which the Interests are qualified for sale, but you
shall have no obligation or responsibility to make Interests available
for sale to our customers in any jurisdiction.
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5. In ordering Interests of any Fund, we shall rely solely and conclusively
on the representations contained in the Prospectus (or Preliminary
Prospectus during the initial offering period) for such Fund. We agree
that we shall not offer or sell Interests of any Fund except in
compliance with all applicable federal and state securities laws and the
rules and regulations of applicable regulatory agencies or authorities.
In connection with offers to sell and sales of Interests of each Fund, we
agree to deliver or cause to be delivered to each person to whom any such
offer or sale is made, a copy of the Prospectus (or Preliminary
Prospectus during the initial offering period) and, upon request, the
Statement of Additional Information (or preliminary Statement of
Additional Information during any initial offering period) of the Fund
involved; and unless otherwise agreed we shall promptly confirm in
writing all Interest transactions of our customers. In connection with
any repurchase offer for Interests, we agree to deliver or cause to be
delivered to each customer to whom such offer is made, a copy of the
repurchase offer notice. You agree to supply us with copies of the
Prospectus (or Preliminary Prospectus during any initial offering
period), Statement of Additional Information (or preliminary Statement of
Additional Information during any initial offering period), annual and
interim reports, proxy solicitation materials, repurchase offer notices
and any such other information and materials relating to each Fund in
reasonable quantities upon request.
6. Each Fund has filed with the SEC a Registration Statement (the
"Registration Statement") on Form N-2. The date on which the Registration
Statement is declared effective by the SEC is referred to herein as the
"Effective Date." Prior to the Effective Date of the Registration
Statement, we expressly agree and understand that:
(a) Interests of the Fund may not be sold, nor may offers to buy be
accepted, (i) prior to the Effective Date of the Registration Statement
or (ii) in any state in which such offer or sale would be unlawful prior
to registration or qualification under the securities laws of such state.
(b) The Fund's Preliminary Prospectus, together with any sales material
distributed for use in connection with the offering of Interests of such
Fund, does not constitute an offer to sell or the solicitation of an
offer to buy Interests of such Fund and is subject to completion and
modification by the definitive Prospectus.
(c) In the event that we transmit indications of interest to the Fund for
accumulation prior to the Effective Date, we will be responsible for
confirming such indications of interest with our customers in writing
following the Effective Date. Indications of interest transmitted to the
Fund prior to the Effective Date are subject to acceptance or rejection
by the Fund in its sole discretion and are conditioned upon the
occurrence of (i) the Effective Date and / or (ii) the registration or
qualification of the Interests in the respective state.
(d) Indications of interest with respect to Interests not cancelled by us
prior to or on the later of (i) the Effective Date and / or (ii) the
registration or qualification of the Interests in the respective state,
and accepted by the Fund will be deemed by the Fund to be orders for
Interests.
(e) We agree that with respect to orders for Interests, we will transmit
such orders received during the initial offering period to the Fund
within the time period specified in the Preliminary Prospectus. We also
agree to transmit any customer order received during the continuous
offering period to the Fund prior to the time that the public offering
price for the Fund is next determined after our receipt of such order as
set forth in the Prospectus. There is no assurance that a Fund will
engage in a continuous offering of Interests.
(f) We agree to transmit to our customers any repurchase offer notices
received from the Fund within the time period as specified in the
Prospectus and to use our reasonable best efforts to transmit repurchase
requests from our customers to the Fund or its transfer agent by the
applicable repurchase request deadline.
(g) All indications of interest and orders transmitted to the Fund are
subject to the terms and conditions of the Fund's Prospectus and this
Agreement and are subject to acceptance or rejection by the Fund in its
sole discretion.
7. We shall not make representations concerning any Fund other than those
contained in the Prospectus, in tender offer notices or in any
promotional materials or sales literature furnished to us by you or the
Fund. We shall not furnish or cause to be furnished to any person or
display or publish any information or materials relating to any Fund
(including, without limitation, promotional materials and sales
literature, advertisements, press releases, announcements, repurchase
offer
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notices, statements, posters, signs or other similar materials), except
such information and materials as may be furnished to us by you or the
Fund, and such other information and materials as may be approved by you
in writing. We agree to be responsible for the proper instruction and
training of all sales personnel employed or registered as a broker or
sales representative with us, in order that the Interests will be offered
in accordance with the terms and conditions of this Agreement, and all
applicable laws, rules and regulations. We further agree to obtain from
each customer to whom we sell Interests any taxpayer identification
number certification required by Section 3406 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder, and to provide you or your designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required
backup withholding in accordance with Section 3406 of the Code and the
regulations thereunder.
8. We will maintain all records required by law to be kept by us relating to
transactions in Interests and, upon request by the Fund, promptly make
available such records and other records to the Fund, its designee or you
as the Fund or you may reasonably request.
9. The procedures relating to purchase orders and the handling thereof will
be subject to the terms of the Prospectus involved and instructions
received by us from you or the Transfer Agent from time to time. We will
not present any conditional purchase orders, and we understand that no
conditional orders will be accepted by the Fund or its agents. We agree
that purchase orders placed by us will be made only for the purpose of
covering purchase orders already received from our customers and that we
will not make purchases for any securities dealer or broker. Further, we
shall not withhold the placement of such orders so as to profit
ourselves; provided, however, that the foregoing shall not prevent the
purchase of Interests by us for our own bona fide investment.
10. Payment for purchases of Interests made by wire order from us shall be
made directly to the Transfer Agent, as per the prospectus instructions,
in an amount equal to the Current Offering Price per Interest being
purchased. If such payment is not received at the customary or required
time for settlement of the transaction, we understand that you reserve
the right, without notice, forthwith, to cancel the sale, in which case
we may be held responsible for any loss, including loss of profit,
suffered by the Fund or you resulting from our failure to make the
aforesaid payment.
11. On the settlement date of each transaction, we on behalf of our customers
will remit the full purchase price, and our customer will be credited
with an investment in the Interests of the Fund equal to such purchase
price.
12. Your obligations to us under this Agreement are subject to all applicable
provisions of any Underwriting Agreement entered into between you and the
Fund. We understand and agree that in performing our services covered by
this Agreement we are acting as agent for the customer, and you are in no
way responsible for the manner of our performance or for any of our acts
or omissions in connection therewith.
13. We hereby represent and warrant that: (a) we are a corporation,
partnership, national association or other entity duly organized and
validly existing in good standing under the laws of the jurisdiction in
which we are organized; (b) the execution and delivery of this Agreement
and the performance of the transactions contemplated hereby have been
duly authorized by all necessary action and all other authorizations and
approvals (if any) required for our lawful execution and delivery of this
Agreement and our performance hereunder have been obtained; and (c) upon
execution and delivery by us, and assuming due and valid execution and
delivery by you, this Agreement will constitute a valid and binding
agreement, enforceable against us in accordance with its terms.
14. We agree that you, your directors, officers, employees, Interestholders
and agents shall not be liable for any error of judgment or mistake of
law or for any loss suffered by us in connection with the performance of
your obligations and duties under this Agreement, except a loss resulting
from your willful misfeasance, bad faith or negligence in the performance
of such obligations and duties, or by your reckless disregard thereof.
Neither party may assert any cause of action against the other party
under this Agreement that accrued more than two years prior to the filing
of the suit (or commencement of arbitration proceedings) alleging such
cause of action.
Each party shall have the duty to mitigate damages for which the other
party may become responsible.
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Notwithstanding anything in this Agreement to the contrary, in no event
shall you, your affiliates or any of your or their directors, officers,
employees agents or subcontractors be liable to us under any theory of
tort, contract, strict liability or other legal or equitable theory for
lost profits, exemplary, punitive, special, incidental, indirect or
consequential damages, each of which is hereby excluded by agreement of
the parties regardless of whether such damages were foreseeable or
whether either party or any entity has been advised of the possibility of
such damages.
15. We agree to indemnify you and hold you, your affiliates and the Fund and
its affiliates (including all officers, trustees, directors, employees
and agents thereof) (an "Indemnified Party") harmless from and against
any and all claims, losses, demands, liabilities or expenses (including
reasonable attorney's fees) of any sort or kind which may be asserted
against an Indemnified Party for which an Indemnified Party may be held
liable in connection with this Agreement (a "Claim") unless such Claim
resulted from a negligent act or omission to act or bad faith by you in
the performance of your duties hereunder. All expenses which we incur in
connection with our activities under this Agreement shall be borne by us.
16. We may terminate this Agreement by notice in writing to you, which
termination shall become effective sixty (60) days after the date of
mailing such notice to you. We agree that you have and reserve the right,
in your sole discretion, to modify, amend or cancel this Agreement upon
written notice to us of such modification, amendment or cancellation,
which shall be effective on the date stated in such notice. Without
limiting the foregoing, you may terminate this Agreement for cause on
violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to us of
such termination. Without limiting the foregoing, any provision hereof to
the contrary notwithstanding, our violation of applicable state or
Federal laws or rules and regulations of an authorized regulatory
agencies will terminate this Agreement effective upon the date of your
mailing notice to us of such termination. Waiver of any breach of any
provision of this Agreement will not be construed as a waiver of the
provision or of your right to enforce said provision thereafter. Your
failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause. All notices
hereunder shall be to the respective parties at the addresses listed
hereon, unless changed by notice given in accordance with this Agreement.
17. Notwithstanding anything in this Agreement to the contrary, we agree that
any Nonpublic Personal Information, as defined under Section 248.3(t) of
Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed hereunder is for the
specific purpose of permitting us to perform the services set forth in
this Agreement. We agree that, with respect to such information, it will
comply with Regulation S-P and the Act and that we will not disclose any
Nonpublic Personal Information received in connection with this
Agreement, to any other party, except to the extent as necessary to carry
out the services set forth in this Agreement or as otherwise permitted by
Regulation S-P or the Act.
18. At all times during which this Agreement is in effect, we will remain in
compliance with all regulations to which we are subject issued under the
USA PATRIOT Act, and NASD Rules and/or NYSE Rules (as applicable)
relating thereto, including without limitation rules requiring us to
implement an Anti-money Laundering Program and a Customer Identification
Program ("CIP"). We will, upon your reasonable request not more than once
each year, certify to you that we remain in compliance with such rules;
specifically, that we (i) provide notice of our CIP to all new customers,
(ii) obtain required identifying data elements for each customer, (iii)
reasonably verify the identity of each new customer (using the data
elements), (iv) take appropriate action with respect to persons the
identities of whom we can't verify, and (v) retain all records for
required time periods, each at least to an extent required by relevant
USA PATRIOT Act regulation and NASD Rules and/or NYSE Rules, as
applicable.
19. This Agreement shall become effective as of the date when it is executed
and dated by you below and shall be in substitution of any prior
agreement between you and us covering the Fund. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by
and construed under the laws of the State of Delaware. This Agreement is
not assignable or transferable, except that your firm may assign or
transfer this Agreement to any successor firm or corporation which
becomes the Distributor of the Fund.
[NAME OF BROKER-DEALER]
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_____________________________________
BY:
____________________________________
____________________________________
Print Name and Title of Signatory
SEC Broker Dealer Res. No. ______; NASD Firm CRD No. ______
REQUIRED: TAX IDENTIFICATION NUMBER: _____________________________________
Accepted:
PFPC DISTRIBUTORS, INC.
By: _______________________________________________
Date: _______day of___________,________
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ASA HEDGED EQUITY FUND LLC
ASA DEBT ARBITRAGE FUND LLC
ASA MARKET NEUTRAL FUND LLC
ASA MANAGED FUTURES FUND LLC
INVESTOR ELIGIBILITY CERTIFICATION
This certificate relates to each of ASA Hedged Equity Fund LLC, ASA Debt
Arbitrage Fund LLC, ASA Market Neutral Equity Fund LLC and ASA Managed Futures
Fund LLC (each a "Company" and together the "Companies") and is given to you
as broker with respect to a potential purchase of Interests.
I hereby certify that I am a natural person with, or I am signing on behalf of
a company with, a net worth of more than $1,500,000 (if a natural person,
together with assets held jointly with my spouse). If I am signing on behalf
of a company, I further certify that (i) such company is not a private
investment company,1 a registered investment company or a business development
company or (ii) if such a company, each equity owner can make the
certification in the preceding sentence. For purposes of this test, net worth
is the fair market value of the assets that I (jointly with my spouse) or such
company own(s) other than household effects, less all indebtedness and
liabilities of any type (including joint liabilities with any other person). I
agree to produce evidence to support the foregoing certification upon request.
In addition, I hereby confirm that I understand and agree that should I (or
the company) purchase Interests, the following conditions will apply to the
ownership and transfer of the Interests:
(A) Interests may be held only through a broker, dealer or other
financial intermediary that has entered into an agreement for the
provision of shareholder services to a Company;
(B) Interests may not be transferred, including by bequest, except to a
person who has a net worth (if a natural person, together with assets
held jointly with spouse) of more than $1,500,000, who agrees to hold
his, her or its Interests through a broker, dealer or other financial
intermediary that has entered into an agreement for the provision of
shareholder services to a Company, and who agrees not to transfer the
Interests except to another person who has a net worth (if a natural
person, together with assets held jointly with spouse) of more than
$1,500,000 and agrees to comply with the foregoing ownership and transfer
restrictions; and
(C) Upon any transfer of Interests in violation of the foregoing clauses
(A) or (B), in addition to any other remedy that it may have, a Company
will have the right (but not the obligation) to repurchase any such
improperly transferred Interests.
I further certify that:
________________________
1 For this purpose, "private investment company" means a company that would be
defined as an investment company under Section 3(a) of the 1940 Act but for
the exception provided from the definition by Section 3(c)(1) of such Act
(i.e., not more than 100 security owners).
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(A) I understand that it may be a violation of state and/or Federal law
for me to provide this certification if I know that it is not true;
(B) I have read the prospectus of the Companies, including the investor
qualification and investor eligibility provisions contained therein;
(C) I understand that an investment in a Company involves a considerable
amount of risk and that some or all of my investment may be lost;
(D) I understand that an investment in a Company is suitable only for
investors who can bear the risks associated with the limited liquidity of
the investment and should be viewed as a long-term investment;
(E) I am aware of the Companies' limited provisions for transferability
and withdrawal and have carefully read and understand the "Repurchases of
Interests and Transfers" provision in the prospectus;
(F) I understand that the Companies and their affiliates are relying on
the certification and agreements made herein in determining my
qualification and suitability for an investor in a Company; and
(G) I understand that an investment in a Company is not appropriate for,
and may not be acquired by, any person who cannot make this
certification, and agree to indemnify Aspen Strategic Alliance LLC and
its affiliates and hold harmless from any liability that it may occur as
a result of this certification being untrue in any respect.
Amount Invested: $ ____________
___________________________ _______________
Signature Date
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PFPC Distributors, Inc.
Know Your Customer Questionnaire for Intermediaries
In response to the requirements of The Patriot Act, PFPC Distributors, Inc. is
required to "Know Our Customers." We request your cooperation with compliance
and ask you to complete in total the information below and return to PFPC with
the executed agreement.
Thank you,
PFPC Distributors, Inc.
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______________________________________________
Name of Institution
______________________________________________
Taxpayer Identification Number
______________________________________________
Type of Business
______________________________________________
State in Which Corporation is Domiciled
______________________________________________
Date of Incorporation
______________________________________________
Regulatory Body with Oversight Authority
______________________________________________
Other Information (or attachments noted)
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DEALER PROFILE SHEET
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1 Has signed dealer agreement been sent to distributor? Yes ____ or No _____
Date sent:
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2 Dealer name:
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3 Dealer address:
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4 Dealer contact:
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5 Dealer phone number & fax number:
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QUESTIONS PRECEDED BY ** RELATE TO FUND\SERV
IF NOT A FUND\SERV PARTICIPANT, PLEASE SKIP TO QUESTION #10
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**6 Is the dealer using Fund\Serv? Yes ____ or No
If yes, what is their NSCC Number?
What is their alpha indicator?
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**7 Is the dealer using networking? Yes ____ or No
If yes, when would they like to receive position files? Choices are:
____ 1st & 3rd Friday _____ 2nd & 4th Friday _____ 1st & 3rd Thursday
____ 2nd & 4th Thursday
Please note: Any additional position files are on an
as requested basis. Please contact Broker Services at
the 800 number listed below.
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**8 If using networking, indicate network level:
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**9 If another dealer is clearing for them, what is the other dealer's name:
Address:
NSCC number:
Alpha indicator:
Network level:
Contact name:
Contact phone:
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10 What is the address of the main office for mailing purposes of commission
checks? (MAIN OFFICE ONLY)
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11 Will statements go to main office or branch? Main Office _______ Branch
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PLEASE ATTACH A COMPLETE BRANCH AND REP LISTING
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12 Omnibus account? Yes ____ or No
If yes, how will you notify the transfer agent of the proper Blue Sky
state information for the subaccounts? (I.E. a monthly report will be
sent or trades will be placed with state information
provided)_____________________
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Completed fact sheet to be forwarded to:
PFPC Distributors, Inc.
000 Xxxxx Xxxx, Xxxx xx Xxxxxxx, XX 00000
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