BELMONT CAPITAL MANAGEMENT, INC.
0000 X. 000 Xxxx
Xxxxxxx, XX 00000
(000) 000-0000
Facsimile (000) 000-0000
SELLING AGREEMENT
October 11, 2011
Xxxxxxxx Financial Fund, LP
0000 X. 000 Xxxx
Xxxxxxx, XX 00000
Dear Partners:
Xxxxxxxx Financial Fund, Limited Partnership, a Delaware limited partnership
formed on January 12, 1999 ("You" or the "Issuer"), operates under an amended
and fully restated limited partnership agreement dated October 11, 2011 (the
"Limited Partnership Agreement") to engage in the speculative trading of
futures, options on futures and other related securities and commodities.
Although the Limited Partnership Agreement provides that the business of the
Issuer may be conducted by either us, Belmont Capital Management, Inc., a
Delaware corporation, (the "Corporate GP") or any other general partner,
Futures Investment Company ("FIC" or "Selling Agent") is to deal only with the
Corporate GP.
To raise money for its business purposes, the Issuer intends to file a United
States Securities and Exchange Commission (the "SEC") Form S-1 (the "Form S-
1") in substantially the form previously submitted to you with the SEC, the
Financial Industry Regulatory Authority (the "FINRA"), the National Futures
Association (the "NFA"), various State security regulators and any other
appropriate regulatory agencies to permit the sale to the public of its
limited partnership interests (the "Units") pursuant to the terms of an
offering document (the "Prospectus") included within the Form S-1.
You have represented to us that you are a Broker/Dealer member of the FINRA
and that you are willing to serve as the sole selling agent to offer and sell
Units subject to the entry of this Agreement.
The Issuer, through its Corporate GP, hereby offers to FIC the opportunity to
serve as the Selling Agent to offer and sell Units in the Issuer to qualified
members of the public upon the terms and conditions provided in this
Agreement.
The Issuer, Corporate GP and FIC, in consideration of the mutual agreements
and terms contained in this agreement, intending to be legally bound hereby,
agree as follows:
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The Issuer will offer to sell up to twenty million dollars ($20,000,000) in
value of Units, with no minimum. Until the sale of the minimum offering
amount of $1,000,000, subscriptions will be held in a depository account in
the title " Star Financial Bank for the exclusive benefit of the customers of
Xxxxxxxx Financial Fund, LP". If the minimum is not sold within one year of
initial effectiveness of the offering with the SEC, the subscriptions will be
promptly returned by the depository agent to the subscribers, with any
interest accrued.
Units will be initially offered for sale at $637.74 until the minimum is sold.
After the commencement of business, they will be offered on a continuous basis
at the Net Asset Value at the end of each month until either a maximum of
twenty thousand dollars ($20,000,000) in value of Units is sold pursuant to
the terms described in the Prospectus or the offer is terminated by the Issuer
in the sole judgment of the Corporate GP. The offering will terminate three
years from the initial SEC effective date.
Upon the sale of the minimum, or thereafter, upon the first business day of
each month, the Corporate GP will transfer any subscription funds from the
Issuer's depository account at Star Financial Bank, 0000 X. Xxxxx Xxxxxx,
Xxxxxx, XX 00000 (the "Depository Agent") to accounts titled in its name
after deduction and payment to the Selling Agent a 1/4% selling commission
calculated on the gross subscription proceeds, not including any interest
earned in the depository account. No other remuneration will be paid to the
Selling Agent for the sale of Units except the Issuer will pay for legal costs
related to the review of the offering by FINRA, estimated to be $2,000.
Units may be sold only to persons with a net worth of $250,000 or more or
having net worth of $70,000 and annual income of $70,000 or such higher
suitability requirements imposed by the state of their residence.
FIC will submit the states in which it is registered to the Corporate GP
together with the names of the FIC Registered Representatives that are
registered in each of those states FIC intends to authorize to make offers of
Units. The Corporate GP will advise FIC the states and the FIC Registered
Representatives who have been authorized by the Corporate GP to make offers
and sales of Units. FIC will confirm the grant of authority in writing to the
Corporate GP.
Words with the initial letters capitalized have the meanings set forth in this
Agreement or in the Form S-1. In the event of any conflict in the terms of
this Agreement and the Forms S-1, the Form S-1 will control.
As a condition of the initial offering and each subsequent offering, the
Issuer will deliver the following to FIC: (i) a draft of the Form S-1, any
revisions, and post effective amendments for your review and comment, (ii)
opinion of legal counsel to the Issuer that the Partnership has been duly
formed pursuant to Delaware law and the Units are qualified to be issued
pursuant to Delaware law and, once issued, will represent valid interests in
the Partnership; (iii) the opinion of securities counsel to the Issuer that
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the offering of the Units, subject to the offers and sales having been made
pursuant to the terms of the Prospectus as accepted for filing by the SEC and
the NFA and all other regulatory agencies and this Agreement are in compliance
with the registration provisions of the Securities Act of 1933, as amended
(the "33Act"); (iv) the Form S-1 and all amendments shall be filed as
required pursuant to the Commodity Exchange Act (the "CEAct"); and (v) a Blue
Sky Memorandum to identify the states which the Issuer has selected to permit
the offering of Units to be made and describe the filing of the registration
documents and amount of Units to be offered in those states. Note: The
Issuer's law firm will be licensed to practice law before Federal agencies and
one or more of the 50 states and the Blue Sky Memorandum will be in the form
customarily accepted by Issuers and FINRA Broker/Dealers but will not contain
any opinions of counsel from any state, only a summary, of the compliance with
the various state securities laws.
SECTION 1. Appointment of Selling Agent.
(a) The Issuer, subject to your written acceptance of the terms of this
Agreement, hereby appoints your firm an exclusive Selling Agent to solicit
subscribers, on a best efforts basis, for the purchase of Units. You must be
continuously registered with the SEC and be a member in good standing of the
FINRA. You will cause your firm and all of the registered representatives of
your firm who make offers of Units to the public to be licensed, during the
term of this offering, to sell securities by the FINRA and by the states in
which they make offers and sales of the Units.
(b) The Issuer hereby gives you, as Selling Agent, the right to solicit
subscriptions of the Units only in states where you have registered as a
broker-dealer, the registered representative is registered to sell securities
and the offering and the securities have been qualified by the Issuer for sale
under such states' securities laws (the "Blue Sky Laws") and included in the
Blue Sky Memorandum delivered to you. Such subscriptions shall be evidenced
by execution by the prospective investor of the Subscription Documents defined
in the Prospectus. It is understood that no sale shall be effective unless
and until the subscription is accepted by the Issuer. The Issuer reserves the
right, in its sole discretion, to refuse to sell Units to any person, at any
time, for any reason, without liability to that person or to your firm or to
any of your registered representatives for any remuneration or reimbursement
of expenses.
(c) Nothing in this Agreement shall prevent you from acting as a selling
agent or underwriter for the securities or units or other forms of investments
of other issuers, including competitors with the Issuer, which you may offer
and sell contemporaneously with the offer and sale of Units in the Issuer
pursuant to the terms of this Agreement.
(d) The Purchase Price and terms of payment are set forth in this Agreement
and will be explained in the Form S-1. There will be no other payments of
commissions, fees or reimbursement of expenses than those described in the
Form S-1.
(e) The minimum purchase per investor shall be $25,000 in Units subject to
the right of the Issuer to sell less than $25,000 in Units to an investor but
in no event less than $5,000 in Units to an investor. Additions to investor
accounts may be made in increments of $1,000.
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(f) No offers or sales will be made pursuant to this Agreement until you
have received clearance from issuer's counsel of the Prospectus, as amended,
from time to time, and for the states to be selected by the Issuer and your
firm supplies evidence satisfactory to the Issuer that your firm and your
registered representatives are qualified to make offers and sales in the
states where offers will be made.
(g) Originals of all subscription documents together with the check for the
proceeds payable to "Star Financial Bank for the exclusive benefit of the
customers of Xxxxxxxx Financial Fund, LP" shall be transmitted by the
subscriber to you for transmission directly to the Depository Agent by noon of
the second business day after receipt by you with a copy of the check and all
subscription documents to the Corporate GP, 0000 X. 000 Xxxx, X.X. Xxx 000,
Xxxxxxx, XX 00000. All checks representing said Purchase Price shall be
deposited and disbursed as described in the Prospectus and the Depository
Agreement.
SECTION 2. The Issuer represents and warrants that:
(a) All action required to be taken by the Issuer as a condition of the
offer of the Units to qualified purchasers has been, or will be, taken prior
to release of authority to you to offer and sell Units; and, delivery will be
made to the purchasers of Units of an undivided interest in the Issuer as
provided in the Prospectus, together with all reports detailed in the
Prospectus and required by law and such other documents as reasonably may be
required and such purchasers will become holders of the partnership interests
offered and sold by you and entitled to all the benefits provided by the
Issuer formation documents and by the laws of Delaware;
(b) The Issuer is a limited partnership duly and validly organized and
existing under the laws of Delaware and will take those actions necessary to
continue to have full power and authority to conduct the business in which it
intends to engage, and will remain qualified to transact business under the
laws of all jurisdictions in which such qualification is necessary or
advisable to enable it to engage in such business pursuant to the terms of the
Partnership Agreement;
(c) The Corporate GP of the Issuer is duly and validly organized, validly
existing and in good standing under the laws of Delaware and all general
partners of the Issuer are members of the NFA and otherwise fully qualified as
commodity pool operators under the CEAct and the Issuer will continue to have
full power and authority to conduct the business in which it intends to
engage, and will remain qualified to transact business under the laws of all
jurisdictions in which such qualification is necessary or advisable to enable
it to engage in such business pursuant to the terms of the Partnership
Agreement;
(d) This Agreement has been duly authorized, executed and delivered by the
Corporate GP on behalf of the Issuer and represents a legal, valid and binding
agreement of the Issuer enforceable in accordance with its terms, subject, as
to enforcement, to the availability of equitable remedies and limitations
imposed by bankruptcy, insolvency, reorganization and other similar laws and
related court decisions relating to or affecting creditors' rights generally;
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(e) Upon the execution of a Power of Attorney or the Partnership Agreement
by each Subscriber or his or her attorney-in-fact, and the execution and
delivery by the Subscribers of the Subscription Documents and such additional
documents as may be required, upon acceptance by the Corporate GP on behalf of
the Issuer, the Subscriber shall (at such time as a Closing is held) become a
Limited Partner of the Partnership entitled to all the benefits of Limited
Partners under the Partnership Agreement and all applicable laws;
(f) The information set forth in the Form S-1 with respect to the Issuer,
and its affiliates, and other matters within the scope of the Issuer's
knowledge are accurate and complete and in full compliance with the standards
imposed by Section 17(a) and other applicable provisions of the 33Act,
particularly, neither the Prospectus, any amendment or supplement will, at any
time during the Offering Period, contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;
(g) The execution, delivery, acceptance of the obligations, and the
consummation of the transactions contemplated by any agreement to which the
Issuer is a party, will not constitute a breach of, or default under, any
instrument by which the Issuer is bound, or any order, rule or regulation
(applicable to it) issued by any court or governmental body or administrative
agency having jurisdiction over it;
(h) The Issuer acknowledges that the FIC customer lists, including those
customers it refers to become partners in the partnership, are proprietary
data belonging to FIC. Except as required by law, neither the Issuer, nor any
of its Affiliates, will disseminate or disclose any names of customers
referred to it by FIC to any third party;
(i) The accountants who certified the Financial Statements of the Issuer,
the Corporate GP and any other GP are, and will continue to be, (1) registered
with the Public Company Accounting Oversight Board, and (2) independent from
the Issuer and its Affiliates as required by the 33Act, SEC regulations and
the various applicable Blue Sky laws;
(j) The Issuer will cooperate with you to qualify the Units for offer and
sale under the applicable Federal securities laws and State Blue Sky laws of
such jurisdictions as you and the Issuer may designate; provided, however, the
Issuer and its Affiliates shall not be obligated to qualify as a broker/dealer
in securities in any jurisdiction; and
(k) If any event relating to or affecting the Issuer shall occur during the
Offering Period which requires, in the opinion of legal counsel to the Issuer,
the Form S-1 or Prospectus to be amended or supplement the registration
documents, the Issuer shall forthwith notify you and prepare and furnish to
Issuer's counsel such information and materials as is necessary for its
counsel to prepare an amendment or amendments to, or a supplement or
supplements to, the registration documents which will so amend or supplement
the applicable documents or, in the alternative, suspend all offer and sales
of Units.
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(l) Issuer shall furnish copies of the Prospectus and any such amendments in
sufficient quantity for you to deliver such Prospectus, amendment or
supplement (i) to all offerors then being or thereafter solicited by you, and
(ii) to each person who has subscribed for Units prior to his receipt of such
amendment or supplement but after the event or before acceptance of the
subscription by the Issuer; obtaining from the latter a confirmation of his
subscription as a condition to the acceptance thereof by the Issuer. For
purposes of this subsection, the Issuer will furnish such additional
information as you may, from time to time, reasonably request.
SECTION 3. You represent and warrant that:
(a) You are a corporation, duly organized, validity existing, and in good
standing under the laws of Illinois and duly qualified to do business in all
jurisdictions where you are required to qualify and otherwise have all
requisite power and authority to enter into this Agreement and to carry out
the obligations hereunder;
(b) You are a duly registered broker-dealer under Section 15 of the 33Act,
as amended, and under the state securities laws in which you will make offers
and are otherwise required to be registered to carry out your obligations
hereunder, and you will take all steps required to remain in good standing
under all such laws and you are, and will remain, a member in good standing of
the FINRA and the NFA;
(c) You will cooperate with the Issuer to ensure that the offer and sale of
Units complies with the requirements of the Federal securities laws and Blue
Sky Laws of the jurisdictions in which Units are offered, and you will not
make an Offer or sale of Units in any jurisdiction in which such Offer or sale
would be unlawful;
(d) You agree to use your best efforts to sell Units and cause them to be
sold in a manner consistent with the terms of this Agreement, the Form S-1 and
Prospectus and the rules and regulations of the SEC, FINRA, CFTC, NFA and all
applicable state laws, regulations and rules;
(e) You will not make an Offer or sale of Units on the basis of any
communications or documents relating to the Issuer or the Units except for (i)
the Prospectus, (ii) copies of the Subscription Agreement in the form
attached to the Prospectus (iii) other information provided by the Issuer at
the request of an investor, or (iv) other documents prepared by the Issuer
(and reasonably satisfactory to you) and delivered to you for use in making an
Offer and sale of Units;
(f) You will periodically report to the Issuer the status of the offering
conducted pursuant to this Agreement;
(g) You will comply with the applicable "know your customer" and anti-money
laundering rules of the NFA and FINRA and will obtain a fully completed
Subscription Agreement with supporting identification documentation from each
purchaser to whom Units are sold;
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(h) You will deliver a Prospectus to all prospective purchasers and obtain a
written acknowledgement of such delivery and otherwise comply with all
disclosures required by law;
(i) You will cause all subscription checks to be made payable to "Star
Financial Bank for the exclusive benefit of the customers of Xxxxxxxx
Financial Fund, LP" and by noon of the second business day following receipt
from the investor, you will transmit said checks and the originals of all
subscription documents to Star Financial Bank. In the event you receive a
check which is not payable as provided in the Prospectus, you shall promptly
return such check directly to the subscriber not later than noon of the next
business day following its receipt;
(j) Upon notice from any source that the Prospectus has become materially
deficient, you will provide immediate notice to the Issuer and suspend sales
until such time as the Prospectus is appropriately amended and you will
deliver the amended Prospectus to all prospective purchasers and to purchasers
who acquired Units prior to the date you suspended sales and you will take all
actions required or deemed by the Issuer as appropriate to properly resume
sales;
(k) Pursuant to this Agreement, you will
(i) Not permit any offer for sale or sell any of the Units in any state
where the Units have not been registered;
(ii) Use your best efforts to insure that you comply with the 33Act and the
CEAct, as amended, all applicable state securities laws, the terms of this
Agreement, and the terms of the Registration Statement and Prospectus;
(iii) Not have any direct interest in the Issuer or remuneration which is not
disclosed in the Prospectus; and
(iv) Promptly pay your registered representatives their contractual share of
the ongoing compensation and other remuneration, if any, for the Units they
sell.
(k) You have conducted your own independent due diligence inquiry and have
concluded that all material facts and risks are adequately and accurately
disclosed in the Prospectus;
(l) You will require all supervisors and registered representatives to read
and thoroughly understand the Prospectus before any sales efforts commence;
(m) Prior to executing a subscription in the Units, you will inform the
prospective purchaser or cause him to be informed by an investor
representative, of all pertinent facts and risks relating to the non-liquidity
and other characteristics of the Units; and
(n) Your representations, warranties and covenants contained in this Section
3 will continue in effect throughout and will survive the Offering Period and
termination of this Agreement.
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SECTION 4. Conduct of Sale.
The Issuer, through is Corporate GP, shall have the sole right and authority
to amend the terms of the sale of Units at anytime. The right of FIC in
regard to any such change is limited to withdrawal as Selling Agent and no
other rights shall accrue to FIC as a result of any such change.
SECTION 5. Indemnification.
(a) The Issuer will indemnify and hold harmless and upon demand, defend
claims, you and each Director, Officer and other persons, if any, who controls
you, from and against any losses, claims, damages or liabilities, joint or
several, to which you, them, or such controlling person may become subject,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus or in
information furnished pursuant to Section 5(b) hereof, (ii) the omission or
alleged omission from the Prospectus or from information furnished pursuant to
Section 5(b) hereof of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (iii) violations
by the Issuer of its representations, warranties and agreements contained in
this Agreement; provided, however, that: (a) if the foregoing indemnity
relates to any untrue statement or omission made in the Prospectus but is
eliminated or remedied in an amendment thereof or supplement thereto, such
indemnity shall not inure to the benefit of any person from whom the person
asserting any such loss, claim, damage or liability purchased the Units after
delivery to them of such amendment, (or to the benefit of any person who
controls any such person), or (b) the Issuer or anyone acting on its behalf,
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Prospectus, in any other offering documentation or in any state Blue Sky
application prepared on behalf of the Issuer or such amendment or supplement
in reliance upon and in conformity with written information furnished to the
Issuer by you specifically for use in the preparation thereof. This
indemnification includes the obligation upon the Issuer to advance such
reasonable retainer for any legal or other expenses reasonably expected to be
incurred by you, or such Director, Officer, controlling person in connection
with investigating, defending or preparing to defend any such loss, claim,
damage, liability or action. This indemnity agreement is in addition to any
liability that the Issuer may otherwise have to you, or any other indemnified
person pursuant to the applicable securities and other laws.
(b) You will indemnify and hold harmless the Issuer, its Partners,
Affiliates, attorneys, and agents and the Corporate GP and its directors and
officers from and against any losses, claims, damages or liabilities, joint or
several, to which they may become subject, under the 33Act, the CEAct, the
various state Blue Sky Laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any violation which has resulted, directly or indirectly, from (i)
the making of an Offer or Sale by you or anyone acting on your behalf, of any
interests or securities of the Issuer, in a jurisdiction which has not been
approved by the Issuer or by a person not registered to sell securities in any
jurisdiction; (ii) any untrue statement or alleged untrue statement or
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omission or alleged omission of a material fact in or from the Prospectus, in
any other offering documentation or in any state Blue Sky application prepared
on behalf of the Issuer in reliance upon and in conformity with written
information furnished to the Issuer or the Corporate GP by you specifically
for use in the preparation thereof or (iii) a breach by you of any of your
representations, warranties, covenants or agreements contained in this
Agreement or your Consent to provided for use in connection with the Form S-1.
(c) Within seven days after receipt by an indemnified party under
subsections (a) or (b) above of notice of the commencement of any action for
which indemnification hereunder exists, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be
brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein, and, to the extent that it shall wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified parties for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
SECTION 6. Representations, Warranties, and Agreements to Survive Delivery.
All representations, warranties and agreements contained herein, including
Section 6 hereof, or contained in certificates submitted in regard to the Form
S-1 or pursuant to this Agreement, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of you or the
Issuer or any person on behalf of either of them, and shall survive the
initial and all subsequent Closings.
SECTION 7. Notices.
All communications under this Agreement shall be in writing and shall be sent
by facsimile, delivered, or telegraphed and confirmed, in writing, by first
class mail, postage prepaid, certified, return receipt requested, to the
address for the other party on the first page, as changed, from time to time,
by authorized written notice.
SECTION 8. Termination.
1. You shall have the right to terminate this Agreement, except for the
indemnification provisions contained herein, by giving notice, as specified
herein, at any time, if:
(a) The Issuer shall have failed, refused, or been unable to perform any of
its obligations hereunder;
(b) Any other conditions of your obligations hereunder which are required to
be fulfilled by the Issuer that are not fulfilled; or
(c) There has occurred an event materially and adversely affecting the value
of the Units.
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If you elect to terminate this Agreement as provided herein, you shall
promptly notify the Issuer by telephone, telecopier or telegram, and shall
confirm the termination by letter within ten (10) days after any verbal
notification.
2. The Issuer shall have the right to terminate this agreement without notice
at anytime should you breach any term of this Agreement including, but not
limited to, failure to properly present the offering as described in the
Prospectus.
3. Either party may terminate this Agreement, at any time, with or without
cause, upon twenty (20) days notice to the other.
SECTION 9. Default.
Upon the default of any provision by either party to this agreement, the non-
defaulting party shall be entitled to all remedies available at law and in
equity including, but not limited to, payment of their attorney fees and costs
attendant to the enforcement or defense of any action.
SECTION 10. Arbitration.
Any dispute or controversy of any kind or nature, relating to this Agreement
or the breach or performance thereof, that shall arise between the parties
hereto, shall be settled and determined by binding arbitration in the State of
Illinois, Xxxx County, by a single arbitrator selected by the rules and
pursuant to the provisions of the American Arbitration Association and not
FINRA or the NFA. All legal fees and costs of arbitration shall be borne as
provided in this Agreement. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction. The arbitrator
shall be entitled to compel specific performance and/or injunctive relief by
the parties of their duties and obligations under this Agreement including the
allocation of arbitration fees.
SECTION 11. Independent Contractors.
All parties are independent contractors in regard to the tasks assumed by
them. None has the authority to bind any other party to this agreement to any
contract or any other responsibility. How the Issuer, the Corporate GP, and
FIC conduct their business is entirely within that person's sole control and
each looks to the other for results only without any duty to supervise the
activities of any other party to this Agreement.
SECTION 12. No Assignment.
This Agreement is for personal services that require licenses and a high
degree of skill that cannot be delegated or assigned by any party to this
Agreement without the prior written consent or waiver of all other parties to
this Agreement.
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SECTION 13. Unenforceable Provisions.
If any portion of this Agreement shall be determined to be void or
unenforceable, the balance thereof shall remain in full effect.
SECTION 14. Interpretation.
Any words used herein shall be interpreted as singular or plural, and any
pronouns used herein shall be interpreted as masculine, feminine or neuter as
the context so requires.
SECTION 15. Construction.
This Agreement shall be construed according to the laws of the State of
Illinois, regardless of where it is signed.
SECTION 16. Descriptive Headings.
The descriptive paragraph headings contained herein are for convenience only
and are not intended to include or conclusively define all the subject matter
in the paragraphs accompanying such headings and, accordingly, which headings
should not be resorted to for interpretation of this Agreement.
SECTION 17. Amendments and Supplements.
This Agreement can be amended, modified or supplemented only by a written
instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.
SECTION 18. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto,
supersedes all prior written and verbal agreements and none of the parties
shall be bound by any promises, representations or agreements except as are
herein expressly set forth in this Agreement or subsequent written agreement
signed by both parties.
SECTION 19. Definitions.
As used in this Agreement, the following words have the indicated meanings:
Closing means the monthly admission of partnership interests into the
partnership during the Offering Period or any extension thereof.
Offer means an offer, offer for sale, a solicitation of an offer to subscribe
for or buy, or a sale.
Offering Periods means the periods commencing on the effective date of the
Prospectus or any subsequent amendments and ending by the Issuer as provided
in the Registration Statement.
Purchase Price means the price at which the Units are offered for sale, which
shall be the Net Asset Value at the end of each month. There is a 1% up front
sales commissions paid on the sale of Units.
If the foregoing is acceptable to you, please sign and return three (3) copies
of this Agreement to counsel for FIC. Upon receipt, FIC and the Issuer will
sign and return a copy to you and deposit a copy with securities counsel to be
filed with the Form S-1 to be filed with the SEC.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ISSUER: PRINCIPAL SELLING AGENT:
Xxxxxxxx Financial Fund, Limited Partnership Futures Investment Company
By: Belmont Capital Management, Inc.
Corporate GP
By: __________________________________ By: ________________________________
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
President President
CORPORATE GENERAL PARTNER
Belmont Capital Management, Inc.
By: __________________________________
Xxxxxxx Xxxxxx
President
