EXHIBIT 10.2
Frischmeyer Trading Corporation
0000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxx 00000
RE: APPOINTMENT AS SPECIAL AGENT
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Ladies and Gentlemen:
In connection with the undersigned's having entered into an advisory
agreement ("Advisory Agreement") with Quiet Systems Limited of Xxxxxx Town,
Grand Cayman, Cayman Islands ("QSL"), a commodity trading advisor ("CTA")
registered with the United States Commodity Futures Trading Commission ("CFTC"),
this letter will serve as your appointment, subject to your acceptance hereof,
as agent of the undersigned to receive the trading signals generated by QSL in
its capacity as a CTA for the undersigned and for communicating the trades
therefrom to the introducing broker or futures commission merchant selected by
the undersigned. The undersigned acknowledges, understands and agrees that you
will not exercise any discretion whatsoever in determining what trades will be
made on behalf of the undersigned, but will rather merely review the technical
signals generated by the various QSL programs which are the subject of the
undersigned's Advisory Agreement with QSL and communicate the trades which are
directed to be made pursuant thereto to the introducing broker or futures
commission merchant. The Advisory Agreement is applicable to the account of the
undersigned which will be traded in the trading program of QSL designated
beneath the undersigned's signature hereto.
As agent of the undersigned, you shall also receive and maintain records on
behalf of the undersigned of trade confirmations, statements of purchase and
sale, statements of open trade equity and monthly activity statements and all
other statements or documents generated as a result of such trading in
accordance with the Advisory Agreement between the undersigned and QSL. You are
hereby authorized to provide copies of such documentation as received from the
introducing broker or futures commission merchant in your capacity as
ministerial agent of the undersigned, if so requested by QSL, to QSL.
The undersigned has received, read, understood and acknowledged receipt of
the Disclosure Document of QSL. The undersigned has also entered into the
Advisory Agreement with QSL. Copies of both of the foregoing as acknowledged or
executed by the undersigned have been provided to you. In connection with your
appointment hereunder, the undersigned has authorized and directed QSL in
writing (either in such Advisory Agreement or by separate writing, a copy of
which has been provided to you) to deduct from
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fees paid by the undersigned to QSL, amounts equal to your Fees hereunder, from
time to time, and to remit the same directly to you.
The undersigned agrees and acknowledges that you shall not be liable in any
manner whatsoever for any trading losses, any expenses, claims, judgments or
other economic obligations to the undersigned arising out of or as a result of
your appointment hereunder or the undersigned's Advisory Agreement with QSL, or
any mistakes, transmission failures, exchange rate fluctuations or otherwise
unless such economic loss or losses is or are directly caused by your gross
negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction. In this connection, the undersigned hereby acknowledges and
agrees that this letter of appointment shall be governed by and construed under
the laws of the State of Iowa, without regard to its conflict of laws
principles, and that venue for any such adjudication, whether by way of
litigation or arbitration, shall lie in Fort Dodge, Xxxxxxx County, Iowa, and
for this purpose the undersigned hereby submits to such jurisdiction and venue.
For your services hereunder, Portfolio Boost, L.L.C., the General Partner
of the undersigned agrees to pay you $200 per month ("Fees"). You may annually
increase your Fees hereunder provided you give the undersigned not less than
thirty (30) days prior written notice of such increase and the undersigned does
not notify you in writing within ten days after receipt of your notice of the
undersigned's objection to such increase. You acknowledge that the undersigned
(excluding Portfolio Boost, L.L.C.) is not responsible or liable to you for the
payment of Fees, and that the Fees are the sole responsibility of Portfolio
Boost, L.L.C.
Your appointment hereunder shall continue in full force and effect for so
long as the Advisory Agreement between the undersigned and QSL remains in full
force and effect, and such appointment shall automatically terminate upon the
termination of such Advisory Agreement. If the undersigned timely objects to a
fee increase under the immediately preceding paragraph you shall have the right
to resign your appointment hereunder upon written notice to the undersigned.
This is a personal services agreement. It may not be assigned by you or
the undersigned to any other person, firm or corporation unless such other
person, firm or corporation is an affiliate of or owned or controlled by you or
the undersigned, respectively. This appointment shall be binding upon the
undersigned and the undersigned's successors, legal representatives and assigns.
This appointment shall be effective only after you have indicated your written
acceptance below and shall commence upon execution by the undersigned of its
Advisory Agreement with QSL.
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Please indicate your acceptance of your appointment on the terms and
conditions set forth above by signing and returning the enclosed copy of this
letter.
Very truly yours,
Portfolio Boost II, L.P.
By: Portfolio Boost, L.L.C., General
Partner
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
Date: August 27, 1998
Trading Program of QSL to which this
Letter Agreement Applies:
Financial Program
With respect to the Fifth Paragraph hereof
(regarding Fees):
Portfolio Xxxxx, L.L.C., for itself
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, President
Date: August 27, 1998
Accepted and Agreed:
Frischmeyer Trading Corporation
By:/s/ Xxxxxxx Xxxxxxxxxxx
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Date: August 27, 1998
