FUTURES INVESTMENT COMPANY
REPRESENTATIVE'S AGREEMENT
THIS AGREEMENT, made at Fremont, Indiana, this 28th day of July, 1997,
between, FUTURES INVESTMENT COMPANY, hereinafter referred to as FUTURES
INVESTMENT and Shira Del Xxxxxx, its Registered Representative, hereinafter
referred to as "Representative".
In consideration of the mutual covenants herein, the parties hereby agree as
follows:
I. APPOINTMENT Of REPRESENTATIVE
FUTURES INVESTMENT hereby appoints Representative to act as Sales
Representative in connection with the sales of registered and unregistered
securities. At all times you shall act as an independent contractor, nothing
contained in this agreement shall be construed to create the relationship of
employer and employee between you and us. Representative agrees not to hold
himself out as Officer, Director or employee of FUTURES INVESTMENT. Subject
to the terms conditions contained herein, in your capacity as an independent
contractor you shall represent us in soliciting application for the purchase
of securities of any investment company or other issuer for which we act as
dealer or underwriter, and you shall be free to exercise your own judgment as
to the persons whom you will solicit and the time, place and manner of
solicitation. You shall pay your expenses in connection with your business as
a Sales Representative hereunder.
II. BUSINESS ACTIVITIES OF REPRESENTATIVE.
Representative shall devote his/her best efforts to the performance of this
Agreement. FUTURES INVESTMENT will assist in obtaining the necessary license
and surety bonds for those States which require surety bonds and the
Representative shall bear the cost of these license and bonds Representative
shall not interview prospects or solicit application until he has secured all
licenses required by law and obtained a surety bond satisfactory to FUTURES
INVESTMENT. This Agreement shall terminate upon cancellation of such bond or
non-renewal or cancellation of any license which Representative is required to
have to perform this Agreement.
III. UNDERTAKING BY REPRESENTATIVE
(a) No Violation of FUTURES INVESTMENT's Interests. Neither during the period
of this Agreement nor thereafter shall Representative, (1) use any information
acquired by him/her during the period of this Agreement in a manner adverse to
the interests of FUTURES INVESTMENT or the issuer of a Security, or (2) do any
act to damage the good will of FUTURES INVESTMENT or such an issuer.
(b) Collections. Representative shall report and remit promptly all payments
for or security to FUTURES INVESTMENT without commingling the same with
his/her own funds.
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(c) Branch Office. Representative will act in the capacity of independent
contractor and will not perform any acts which would lead anyone to believe
FUTURES INVESTMENT has a full branch office at any other location except
FUTURES INVESTMENT's home office without written approval from FUTURES
INVESTMENT.
(d) Trafficking or Switching. Representative shall not make any agreement with
any person for repurchase or resale of a Security nor twist or switch
securities of any other company, or twist Insurance policies to the detriment
of the client.
(e) Sales Literature. Representative must obtain the specific written approval
of FUTURES INVESTMENT, before he/she may use any material concerning a
Security, the issuer thereof, or FUTURES INVESTMENT.
(f) Policies of FUTURES INVESTMENT. Representative shall abide by all rules,
regulations and policies of FUTURES INVESTMENT. These policies will be
considered matters of company policy and will be updated, changed, expanded
and deleted, from time to time, as deemed appropriate and will not alter or
supersede this contract.
(g) Authority Limited. Representative shall have no authority to alter or
amend the provisions of a Security nor to incur any, liability on behalf of
FUTURES INVESTMENT or the issuer of a Security.
(h) Compliance with Regulations. Representative agrees to explain fully all
facts pertinent to any security offered to a prospect and to simultaneously
deliver all required and necessary approved offering documentation in
connection therewith. Representative shall not make false statements, or
deliver broker dealer only materials, or misrepresent or omit to state
material facts to any client or prospective client. Representative shall
adhere to and abide by the rules and regulations of FUTURES INVESTMENT and the
rules of fair practice as prescribed by the NASD and shall comply with all
general rules and regulations promulgated under the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended, as well as with the
Securities and Exchange Commission Statement of Policy, all Federal Board
regulation and all securities acts and regulations of the states in which
Representative is licensed to transact business. Representative represents
that he/she is completely familiar with such regulations.
(i) Exclusive. Representative agrees that during the term of this Agreement,
he/she will not enter into any sales agency, brokerage or other agreement with
any dealer, or issuer of securities other than FUTURES INVESTMENT and that
he/she will not otherwise, directly or indirectly, place orders of any kind
with any such other person or entity without the prior express written consent
of FUTURES INVESTMENT.
(j) Notification and Approval. Representative will inform FUTURES INVESTMENT
in writing of any other financial planning product which he/she Intends to
sell, or service he/she intends to provide and will not offer said product or
service to the public without the prior written consent of FUTURES INVESTMENT.
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IV. COMMISSION PAYMENTS TO REPRESENTATIVE
Your sole compensation will be commission earned with respect to sale made
by you, but only In accordance with and subject to the applicable Commission
Schedule Issued by FUTURES INVESTMENT and In effect at the time of the sale.
Our Commission Schedules are subject to change from time to time by us without
the approval of Representative. Your commission are payable as set forth In
the Commission Schedule attached and made a part of this Agreement, subject to
receipt by us of full payment for the securities sold In the case of cash
sales, open account sales, or other voluntary Investment program sales and
receipt by us of the full dealer concession for the securities sold. You may
not assign, hypothecate or otherwise encumber your right to receive commission
without our prior written consent. All expense Incurred by Representative in
the solicitation and sale of investments hereunder shall be borne by the
Representative. Neither FUTURES INVESTMENT nor any Issuer of Investment units
shall be liable to Representative for the payment of commissions or expenses.
V. LOSS AND LIMITATIONS ON THE PAYMENT OF COMMISSIONS.
a) Violation of this Agreement. A breach by Representative of any provision
of this Agreement shall terminate this Agreement and Representative shall not
be entitled to receive any payment which he/she would otherwise be entitled to
receive from FUTURES INVESTMENT.
b) Claims, Controversies and Settlements. In event of any claim of
misrepresentation or the use of unfair or inequitable methods, or lack of
proper registration by Representative in regard to the sale of any Security
for which commission are or become due to Representative, or failure of
Representative to remit any collection, FUTURES INVESTMENT may withhold to the
extent it deems necessary, any commissions or other amount to which
Representative is or may become entitled, pending disposition or settlement of
such matter, and in the event it is established that representative was guilty
of wrong-doing FUTURES INVESTMENT may retain such withheld amounts and any
future amounts received to pay any such disposition or settlement. FUTURES
INVESTMENT may effect settlement with a Security holder or issuer in
accordance with its business judgment and refund in whole or in part any sum
paid by such a holder. Upon the making of a settlement or refund, whether or
not a claim or misrepresentation was made by a certificate holder or
stockholder, FUTURES INVESTMENT shall be entitle to charge back to
Representative the whole or such proportionate part of the withheld amounts.
Representative may not make any settlement or refund to a holder or
stockholder without the prior written approval of FUTURES INVESTMENT. As used
In this paragraph, settlement includes a cancellation of Security or any
adjustment made with a holder of a Security To the extent that FUTURES
INVESTMENT Incurs expense in excess of such withholding, Representative shall
be responsible for payment thereof upon written demand by FUTURES INVESTMENT,
Including any expenses In collecting the excess from Representative.
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c) Right of Offset. FUTURES INVESTMENT reserves the right to apply any sum
payable by FUTURES INVESTMENT to Representative against any indebtedness of
Representative to FUTURES INVESTMENT or for which FUTURES INVESTMENT may
become liable.
VI. TERMINATION.
Death, Disability or Retirement. This Agreement shall be terminate by death,
inability of Representative to perform duties under this Agreement due to
physical or mental disability or retirement of Representative. Proof of these
occurrences shall be in the form required by FUTURES INVESTMENT. FUTURES
INVESTMENT agrees that should Representative become unwilling or unable to
hold the registration(s) necessary to obtain such trailing commissions whether
through death, disability, or otherwise, that these commissions will then be
paid to her husband, Xxxxxxx Xxxxxx, who will then service the clients,
subject to his being properly registered with the necessary regulatory
agency(ies). If both Xxxxxxx and Xxxxx Xxxxxx should become unwilling or
unable to hold the registration(s) necessary to obtain such trailing
commissions whether through death, disability or otherwise, FUTURES INVESTMENT
agrees that these commissions will then be paid to the person designated by
the Pacults or, in case of death, their heir(s) as designated in the Pacults'
testamentary documents, who will then service these clients, subject to their
being properly registered with the necessary regulatory agency(ies).
(a) Termination by the Parties. This Agreement may be terminated by FUTURES
INVESTMENT without Cause upon thirty (30) days written notice to
Representative and for Cause may be terminated immediately without prior
notice by FUTURES INVESTMENT. This Agreement may be terminated by
Representative upon written notice to FUTURES INVESTMENT. FUTURES INVESTMENT
agrees that all trailing commissions paid to FUTURES INVESTMENT by the issuer,
underwriter, sponsor or other distributor of direct participation securities
as a result of the solicitation and servicing of clients by Representative
will be paid to him/her, less the percentage to which FUTURES INVESTMENT is
entitled pursuant to the Commission Schedule in effect at the time such
commission payments are made. Should the relationship between FUTURES
INVESTMENT and Representative be terminated by either party for any reason,
FUTURES INVESTMENT consents to the payment of all such commissions to the
broker-dealer designated by him/her and agrees that it will instruct all
issuers, underwriters, sponsors or other distributors of such securities to
transfer all commission payments to the broker-dealer designated by him/her
within five days of such designation and request.
(b) Return of Records. Representative upon termination of this Agreement,
shall return to FUTURES INVESTMENT all supplies, books, video tapes, cards,
Customer records and all other materials and property furnished to him/her by
FUTURES INVESTMENT.
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VII. PRIOR AGREEMENTS. This Agreement shall supersede all former Agreement
which have existed between the parties hereto relative to the sale of
securities.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
above written.
FUTURES INVESTMENT COMPANY
By:_____________________________ _________________________________
Xxxxxxx Xxxxxx Xxxxx Xxxxxx
President
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