Exhibit 1.3
Form of Continuing Services Agreement
[Letterhead of Xxxxxxx Xxxxxx & Company
Financial Services, Inc.]
_____________, 200_
______________________
______________________
______________________
Re: Continuing Services Agreement for Investors
In The Xxxxxxx Diversified Fund, L.P.
Dear ______________:
This is to reflect our agreement pursuant to which you will provide
continuing services to the limited partners (the "Limited Partners") of Xxxxxxx
Diversified Fund, L.P. (the "Fund") with whom you have a relationship (i.e.,
those limited partners to whom units of limited partnership interest of the Fund
("Units") were sold through your firm). These continuing services include,
without limitation, (i) keeping the Limited Partners apprised of developments
affecting the Fund, (ii) responding to specific inquiries received from Limited
Partners relating to the Fund and the futures markets, (iii) communicating
current valuations of the Fund's Net Asset Value per Unit (as defined in the
Amended and Restated Agreement of Limited Partnership of the Fund, as amended)
to the Limited Partners, (iv) assisting in redemptions, transfers and
distributions, (v) assisting Limited Partners in interpreting the Fund's monthly
and annual reports, financial statements and the tax information provided to
Limited Partners, and (vi) providing such other services as the Limited Partners
from time to time may reasonably request.
In consideration of your firm providing such services, the undersigned,
Xxxxxxx Xxxxxx & Company Financial Services, Inc. (the "Selling Agent") will
pay, or cause the Fund to pay, to your firm (i) 1/12 of 1.0% of the Net Asset
Value per Unit of the Fund's assets under management at month's end (without
reduction for distributions or redemptions effected as of such date or
management fees payable or incentive allocations allocable as of such date) with
respect to Units purchased within the prior twelve-month period which are held
by persons who are being serviced by your firm pursuant to the terms of this
agreement, and (ii) 1/12 of 3.0% of the Net Asset Value per Unit of the Fund's
assets under management at month's end (without reduction for distributions or
redemptions effected as of such date or management fees payable or incentive
allocations allocable as of such date) with respect to Units purchased more than
twelve months prior thereto which are held by persons who are being serviced by
your firm pursuant to the terms of this agreement.
You further agree to assign particular account executives of your firm to
provide these services to particular Limited Partners. In the event that a
particular account executive of yours who is responsible for providing these
services to a particular Limited Partner leaves the employ of your firm, you
will assign another account executive to such duties unless the Limited Partner
involved transfers his account from your firm to a different firm.
You understand that according to the position presently being taken by the
National Association of Securities Dealers, Inc. ("NASD"), we and the Fund are
permitted to pay the compensation herein contemplated only to, or for the
benefit of, persons who are appropriately registered with the Commodity Futures
Trading Commission ("CFTC") and/or the National Futures Association ("NFA").
Acceptance of compensation hereunder shall constitute a representation by you to
us and the Fund that, unless the Fund informs you that CFTC/NFA registration is
no longer required, your firm and any account executives who participate in the
continuing compensation are currently registered, as required, with the
CFTC/NFA, and you agree to comply with the provisions contained in this letter
for so long as you continue to receive any compensation hereunder. You shall not
be entitled to such compensation with respect to any Limited Partners who are no
longer being serviced by your firm in any case in which it is determined by us
or the Fund that the continuing services contemplated herein are not being
provided or in the event that the required registrations are not in effect.
Please confirm your agreement to the above terms and conditions by signing
the Confirmation of Acceptance below and returning this letter to us. The
enclosed duplicate of this letter is for your files.
Very truly yours,
XXXXXXX XXXXXX & COMPANY
FINANCIAL SERVICES, INC.
By: ______________________________
Name:
Title:
-2-
Confirmation of Acceptance
We hereby confirm that we are appropriately registered with the CFTC/NFA
and accept the terms and conditions of the compensation as set forth above.
Dated:____________________, 200_
______________________________
Name of Firm
By:___________________________
Name:
Title:
______________________________
Street Address
______________________________
City, State, Zip Code
-3-
