Exhibit 1.1
FORM OF AMENDMENT TO SELLING AGENT AGREEMENT
THIS AMENDMENT TO SELLING AGENT AGREEMENT ("Amendment") is made and
entered into this ___day of ___, 200_, and effective as of ___________, 200_, by
and between Xxxxxxx Xxxxxx & Company Financial Services, Inc. (the "Selling
Agent"), Xxxxxxx Diversified Fund, LP, a Delaware limited partnership (the
"Fund") and Xxxxxxx Asset Management, Inc., a New York corporation and the
general partner of the Fund (the "General Partner").
RECITALS
WHEREAS, the parties entered into a Selling Agent Agreement (the
"Selling Agent Agreement"), dated October 16, 2001; and
WHEREAS, the Selling Agent Agreement was to terminate as of February
14, 2002; and
WHEREAS, the Fund, the General Partner and the Selling Agent desire to
extend the term of the Selling Agent Agreement, on the same terms and conditions
as set forth therein, except to the extent expressly modified hereby; and
WHEREAS, the parties hereto wish to amend the terms and conditions of
the Selling Agent Agreement to effectuate the foregoing, and address such other
matters as are set forth herein, maintaining the Selling Agent Agreement in
force in all other respects, as originally written;
NOW, THEREFORE, in consideration of the foregoing, the premises and
representations contained herein, and the payment of valuable consideration,
receipt of which is hereby acknowledged by each party hereto, it is agreed as
follows:
TERMS
1. Definitions. Unless otherwise defined in this Amendment, capitalized
terms shall have the same meanings ascribed to them in the Selling Agent
Agreement. After the date hereof, all references herein and in the Selling Agent
Agreement to the "Agreement" or the "Selling Agent Agreement" or any references
in any ancillary agreements or documents among or between the parties shall be
deemed to be references to the Selling Agent Agreement, as amended to and
including this Amendment.
2. Amendments.
(a) The Selling Agent Agreement is amended by deleting the former
Section 8(c) in its entirety, and replacing it with the following:
(c) In addition to subsection 8(b), above, this Agreement may be
terminated by written agreement between the Selling Agent and the General
Partner or the Fund. This Agreement may also be terminated by either the Fund or
the General Partner by giving ninety (90) days written notice to the other
parties hereto. Such termination shall be effective on the ninetieth (90th) day
after such notice, or such later date as shall be specified in the notice. The
termination of this Agreement for any reason set forth in this Section 8 shall
not affect the obligations of the Fund contained in Section 6 hereof.
-1-
(b) The Selling Agent Agreement is amended by deleting the former
Section 8(d) in its entirety.
3, Effect of Amendment. Any terms of the Selling Agent Agreement that
have not been expressly modified or amended by this Amendment are hereby
ratified and confirmed and shall remain in full force and effect between the
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
XXXXXXX DIVERSIFIED FUND, L.P.
By: Xxxxxxx Asset Management, Inc.,
the General Partner
By: _______________________________
Xxxxxx X. Xxxxxxx
President
XXXXXXX ASSET MANAGEMENT, INC.
By: _______________________________
Xxxxxx X. Xxxxxxx
President
XXXXXXX XXXXXX & COMPANY FINANCIAL SERVICES, INC.
By: ______________________________
Xxxxxx X. Xxxxxxx
CEO
-2-
