Form of Continuing Services Agreement
[Letterhead of Xxxxxxx Diversified Fund, L.P.]
, 200_
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Re: Continuing Services Agreement for Services to be Rendered to Investors
in The Xxxxxxx Diversified Fund, L.P.
Dear ______________:
This is to reflect our agreement ("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, we will 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 (collectively, the "Compensation").
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 are permitted
to pay the Compensation 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") (collectively, "CFTC/NFA
Registration"), provided, however, that if any party to which Compensation is to
be paid in respect of a Unit is not appropriately registered with the CFTC
and/or the NFA, then the Compensation payable to such party in respect of such
Unit will be deemed a selling commission and will only be paid in respect of the
sale of such Unit, plus any additional costs and commissions allocable to the
sale of such Unit equals ten percent (10%) of the initial sales price of such
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Unit. Acceptance of Compensation shall constitute a representation by you to us
that, unless we inform you that CFTC/NFA Registration is no longer required,
your firm and any account executives who participate in the Compensation are
currently registered, as required, with the CFTC/NFA, or are subject to the
proviso of the first sentence of this paragraph, and you agree to comply with
the provisions contained in this Agreement for so long as you continue to
receive any Compensation. 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 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 DIVERSIFIED FUND, L.P.
By: Xxxxxxx Asset Management, Inc.,
the General Partner
By:
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Xxxxxx X. Xxxxxxx
President
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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_
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Name of Firm
By:
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Name:
Title:
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx, Zip Code
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