Exhibit 1.02
[QUADRIGA LOGO]
ADDITIONAL SELLING AGENT AGREEMENT
Made on _______________, 200__ between:
QUADRIGA ASSET MANAGEMENT INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and
____________________________
____________________________
____________________________
____________________________
(sometimes hereinafter called the "Additional Selling Agent")
Whereas:
A. Quadriga Capital Management, Inc. ("QCM") is an International
Business Company registered on the 11th day of November, 1999
pursuant to CAP 152 of the 1990 Revised Laws of Grenada Company No.
1102 of 1999 - 2046, and is the general partner of Quadriga
Superfund, L.P., Series A and Series B (the "Partnership").
B. Quadriga Asset Management, Inc. ("QAM") is a registered
Broker/Dealer and NASD Member and has been appointed by the
Partnership as exclusive marketing agent to assist the Partnership
with the solicitation of subscriptions for "Units" (as hereinafter
defined) in the Partnership.
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C. The "Additional Selling Agent" is a Broker/Dealer and NASD member
and is organized in accordance with the laws of the state or
country of its formation.
D. "Units" means units or other participation rights in the
Partnership, which are expressly announced to the Additional
Selling Agent as covered by this Agreement.
Now in consideration of the mutual promises and agreements contained in this
Additional Selling Agent Agreement, including all attached schedules
(collectively, the "Agreement"), and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed as follows:
1. APPOINTMENT OF THE ADDITIONAL SELLING AGENT
1.1 QAM hereby invites the Additional Selling Agent to participate as
an additional selling agent on a non-exclusive, non-transferable
and non-assignable basis to offer for sale Units. The Additional
Selling Agent hereby accepts such invitation and agrees to
participate in such offer for sale on the terms and conditions set
out in this Agreement.
1.2 The Additional Selling Agent warrants that it has obtained all
necessary licenses and authorizations of all applicable authorities
to engage in the activities covered by this Agreement and the
Additional Selling Agent shall immediately inform QAM in writing if
at any time such license or authorization expires or is withdrawn.
Without limiting the foregoing, Additional Selling Agent represents
and warrants that it is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended and is a member in good
standing of the National Association of Securities Dealers, Inc.
(the "NASD"). The Additional Selling Agent acknowledges its
understanding that it is not entitled to any remuneration or other
compensation hereunder for any period during which it has been
suspended or expelled from membership in the NASD. The Additional
Selling Agent further acknowledges that it shall not be permitted
to receive trailing commission payments for any sales in the
Partnership unless the Additional Selling Agent is registered with
the CFTC and is a member in good standing of the NFA and the NASD.
Notwithstanding the foregoing, if the Additional Selling Agent is
not registered with the CFTC, it may receive additional selling
commissions from QAM as set forth in the attached Schedule I.
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1.3 The Additional Selling Agent agrees to offer, sell and distribute
Units in the above-described public offering only in such states or
territories where it is permitted to offer, sell and distribute
Units.
1.4 The Partnership reserves the right to cancel or refuse or
terminate, in whole or in part, any instruction or application to
subscribe for Units or contract for purchase of any Units. The
Additional Selling Agent agrees that no commission will be due or
owing to the Additional Selling Agent on any transactions, which
are refused or cancelled.
1.5 The Additional Selling Agent shall perform the services hereunder
as an independent contractor and not as an employee of the
Partnership or QAM. Nothing in the Agreement shall constitute or is
deemed to constitute a partnership, joint venture, agency, trust,
formal business organization, separate legal entity or other
association of any kind between the parties hereto. The Additional
Selling Agent shall have no authority to bind or act on behalf of
the Partnership or QAM. Except as specifically provided by this
Agreement, Additional Selling Agent shall not act or represent or
hold itself out as having authority to act as agent or partner of
the Partnership or QAM, or in any way bind or commit the
Partnership or QAM to any obligations. Any such act will create a
separate liability of Additional Selling Agent to any and all third
parties affected as a consequence. The rights, duties, obligations
and liabilities of the parties shall be several and not joint or
collective and each party shall be responsible individually only
for its obligations described by this Agreement.
2. DUTIES OF THE ADDITIONAL SELLING AGENT
2.1 The Additional Selling Agent:
(a) shall not make any representation other than as set out in the
sales documents, offering memorandum, prospectus or similar
documents issued by the Partnership (each a "Disclosure
Document"), or give or make any warranty on behalf of the
Partnership or QAM;
(b) shall observe the terms and conditions relating to the promotion
of the Partnership and to the issuance and sale of the Units
whether contained in the sales documentation issued by the
Partnership or in any directions of QAM provided to the
Additional Selling Agent, or imposed by law or regulations having
the force of law in any country or territory in which the
Additional Selling Agent is promoting the Units or in which any
investor or potential investor
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in the Units is a resident or of which such investor is a citizen
or national and, in particular, but without limitation, the
Additional Selling Agent shall not promote the Units or procure
or seek to procure subscriptions for the Units from any person
(whether an individual, firm or corporation) who is not eligible
by reason of nationality or otherwise, to invest in the Units;
and
(c) acknowledges its responsibility under applicable law to make
every reasonable effort to determine that the purchase of Units
is a suitable and appropriate investment for each person to whom
Additional Selling Agent introduces Units, based on information
provided by such person.
2.2 In connection with its activities under this Agreement, the
Additional Selling Agent shall use only such sales documents and/or
promotional brochures as have been approved by the Partnership or
QAM. QAM shall obtain approval for such sales documents to the
extent legally required by the supervisory authority in any
relevant jurisdiction prior to their use. The Additional Selling
Agent shall not circulate any prospectus, which has been withdrawn
or supplemented.
2.3 The Additional Selling Agent shall have no authority to accept
applications for Units on behalf of the Partnership and shall in no
circumstances have any power to enter into a transaction on behalf
or in any other way to bind the Partnership or QAM.
2.4 The Additional Selling Agent warrants to observe the conduct of
business rules applicable in any state or territory in which the
Additional Selling Agent is promoting the Units or - if applicable
- in which any investor or potential investor in the Units is a
resident or of which such investor is a citizen or national. It is
the Additional Selling Agent's duty to inform investors and
potential investors in a reasonable manner about the Units and
about the risks of investing in them, as presented and disclosed in
the Partnership's Disclosure Documents, and to observe the terms
and conditions relating to the sale and distribution of Units
imposed by law or regulations having the force of law in any
applicable state or territory.
2.5 Additional Selling Agent recognizes and acknowledges that all
rights and goodwill in or to any and all trademarks, trade names
and logos of the Partnership or QAM (each a "▇▇▇▇") belong solely
and exclusively to the Partnership, QAM and/or their respective
licensors, and that all rights resulting from Additional Selling
Agent's use of any ▇▇▇▇ shall inure to the sole and exclusive
benefit of the Partnership, QAM and/or their respective licensors.
Additional Selling Agent's use of a ▇▇▇▇
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shall be in a form and manner satisfactory to QAM (which shall
exercise its commercially reasonable discretion in determining
whether such use is of a satisfactory quality and standard), and in
compliance with any applicable country-of-origin labeling
requirements. Additional Selling Agent's use of any Marks shall be
restricted to and coextensive with the performance of all of
Additional Selling Agent's duties under this Agreement, shall cease
immediately in the event this Agreement is terminated, and shall
not be construed as conferring upon Additional Selling Agent any
right or interest in or to such trademarks, trade names, or logos
or to any registration thereof.
2.6 Additional Selling Agent shall submit all advertising copy and
promotional materials, including but not limited to sales
brochures, newspaper and yellow page advertisements, radio and
television commercials, internet-based web material, to QAM for
approval, in QAM's sole discretion, prior to using the same in
commerce.
3. DUTIES OF QAM
QAM shall support the Additional Selling Agent concerning the offering and
distribution of the Units by providing the Additional Selling Agent with such
sales documents and promotional brochures as have been approved by the
Partnership or QAM, including copies of the prospectus and on a timely basis,
any amendments and supplements thereto, without charge, and providing the
Additional Selling Agent with such current information or modifications
regarding the Partnership or the distribution of Units as is necessary to
promote the Units and comply with the terms of this Agreement.
4. TERRITORY
The Additional Selling Agent is authorized to promote, offer, sell, distribute
and deliver Units only in states in which both the Additional Selling Agent is
properly registered and authorized to do business and in which the Partnership
has registered the offering of Units pursuant to applicable state "blue sky"
laws.
5. COMPENSATION
The remuneration payable to the Additional Selling Agent on transactions in
assets raised in Units is set out in the attached Schedule I. All fees shall be
paid monthly in arrears no later than the 20th calendar day of such subsequent
month according to Schedule I based on the assets raised in Units which the
Additional Selling Agent is credited as having sold. The Partnership shall have
the right, in
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its sole discretion, to evaluate potential purchasers procured by the Additional
Selling Agent, and decline to sell Units to any potential purchaser for any
reason. Nothing in this Agreement shall be construed so as to require any
payment to the Additional Selling Agent for procuring potential purchasers who,
for any reason, do not purchase Units.
6. PREVENTION OF MONEY LAUNDERING
6.1 The Additional Selling Agent shall use due diligence to learn the
essential facts relative to every person or entity for whom orders
for the purchase of Units are effected and shall follow procedures
that are at least equivalent to those required by the USA Patriot
Act and regulations adopted thereunder on prevention of the use of
the financial system for the purposes of money laundering as
amended from time to time. In the event that QAM or the Partnership
requires information or is required by any competent authority to
provide information as to the identity of investors or in the event
that any form of money laundering is suspected, the Additional
Selling Agent agrees to make a full disclosure of such information
to QAM and/or all appropriate authorities. Where the Additional
Selling Agent is a resident in a country, which is a member of the
Financial Action Task Force, such disclosure shall be made to the
extent provided by local law. The Additional Selling Agent will
retain the evidence of verification of identity and records of all
transactions for at least five years following the ending of the
relationship with any person for whom orders for the subscription
of Units have been effected.
6.2 QAM reserves the right to seek and the Additional Selling Agent
agrees to supply to the Partnership and QAM and/or any designated
representative of them, without undue delay, such documentation as
it may request in order to satisfy itself as to the essential facts
relative to the Additional Selling Agent and any suspected or
potential money laundering. If the Additional Selling Agent fails
to supply such documentation as requested by the Partnership, QAM
and/or any representative of either of them within a reasonable
period of time, this Agreement may be terminated for cause at the
sole discretion of QAM in accordance with Subsection 7.1 hereof. In
the event that the Partnership, QAM, and/or any representative of
either of them is required by any competent authority to provide
information as to the identity of the Additional Selling Agent or
in the event that money laundering is suspected, the Additional
Selling Agent agrees to make a full disclosure of all relevant
information to the Partnership, QAM, and/or all appropriate
authorities.
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6.3 The Additional Selling Agent warrants and agrees to indemnify the
Partnership and QAM and hold the Partnership and QAM harmless from
and against any and all liabilities, losses, damages, claims and
expenses, including attorneys' and other legal fees, in connection
with any breach of the Additional Selling Agent's obligations under
Section 6 of this Agreement.
7. TERMINATION
7.1 QAM may terminate or suspend this Agreement immediately if any
licenses or approvals required of the Additional Selling Agent are
suspended, expire or are revoked or if the Additional Selling Agent
is otherwise unable to perform its duties hereunder, or if any
finding of wrongdoing or breach of any applicable laws or
regulations is made against it or if the Additional Selling Agent
breaches any term or conditions of this Agreement.
7.2 Either Party may terminate this Agreement without cause upon 30
days written notice given to the other party. In the event that QAM
terminates this Agreement without cause under this Subsection 7.2,
then the Additional Selling Agent shall be entitled to receive the
remuneration identified herein for an additional eighteen (18)
months subsequent to the termination of this Agreement provided,
however, that the Additional Selling Agent continues to comply with
all of its obligations hereunder during said period of time.
7.3 If this Agreement is terminated by the Additional Selling Agent, or
by QAM pursuant to Article 7.1, then the Additional Selling Agent
shall not be entitled to any commissions, or any other
remuneration, subsequent to the first to occur of (i) the
suspension, expiration or revocation of any licenses or approvals
required of the Additional Selling Agent, or (ii) the date that
Additional Selling Agent is otherwise unable to perform its duties
hereunder, or (iii) the date of any wrongdoing or breach of any
applicable laws or regulations or this Agreement by Additional
Selling Agent, or (iv) the date of termination hereof.
8. INDEMNIFICATION
8.1 QAM agrees to indemnify and hold harmless the Additional Selling
Agent and each person, if any, who controls such person within the
meaning of Section 15 of the Securities Act against any and all
losses, claims, damages, costs, expenses, liabilities, joint or
several (including
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any investigatory, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted), and actions to which they, or
any of them, may become subject under the Securities Act, the
Securities Exchange Act of 1934, the Commodity Act or other federal
or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages, costs, expenses,
liabilities or actions arise out of or are based upon any untrue
statement of a material fact contained in any preliminary
prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto, or the omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of the
Prospectus, of any amendment or supplement thereto, in the light of
the circumstances under which such statements were made); provided,
however, that in no event shall the indemnification agreement
contained in this Subsection 8.1 of Section 8 inure to the benefit
of any of the indemnified parties (or any person controlling any
such party within the meaning of Section 15 of the Securities Act)
on account of any losses, claims, damages, costs, expenses,
liabilities or actions arising from the sale of the Units to any
person if such losses, claims, damages, costs, expenses,
liabilities or actions arise out of or are based upon, an untrue
statement or omission in a preliminary prospectus or the Prospectus
or a supplement or amendment thereto, if a preliminary prospectus,
the Prospectus, the Prospectus as amended or supplemented or as
further amended or supplemented, respectively, shall correct, prior
to the delivery to such person of his subscription, the untrue
statement or omission which is the basis of the loss, claim,
damage, expense, liability or action for which indemnification is
sought and a copy of a preliminary prospectus, the Prospectus or
the Prospectus as amended or supplemented or as further amended or
supplemented, as the case may be, had not been sent or given to
such indemnified person at or prior to the receipt of the
subscription.
8.2 The Additional Selling Agent agrees to indemnify and hold harmless
the Partnership, QCM and QAM, as the case may be, and each person,
if any, who controls the Partnership or as the case may be, within
the meaning of Section 15 of the Securities Act to the same extent
as the foregoing indemnity from QAM set forth in subsection 8.1 of
this Section 8 (and, in the case of QAM, for any indemnity paid by
QAM pursuant to subsection 8.1 of this Section 8), insofar as such
losses, claims, damages, costs, expenses, liabilities or actions
arise out of or are based upon a breach of any agreement, covenant,
representation or warranty set forth in this Agreement by the
Additional Selling Agent.
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8.3 Each of the parties to this Agreement understands that the
obligations of each party subject to this Section 8 are separate
and distinct. Notwithstanding any other provision of this Section 8
(i) QAM shall have no obligation to indemnify the Additional
Selling Agent for more than the amount of proceeds resulting from
assets raised in the sale of Units by the Additional Selling Agent
plus the Additional Selling Agent's actual expenses incurred in
connection with any loss, claim, damage, charge or liability
(including reasonable attorneys' and accountants' fees incurred in
defense thereof) and (ii) any obligation of QAM to indemnify the
Additional Selling Agent shall be adjusted to reflect the relative
responsibility of the Additional Selling Agent (if any) for the
circumstances giving rise to the losses, claims, damages, costs,
expenses, liabilities or actions for which indemnification is
sought.
8.4 Notwithstanding any other provision of this Agreement,
indemnification of QAM or its controlling persons by the
Partnership shall be permitted only to the extent permitted by the
Agreement of Limited Partnership, as amended.
8.5 Any party which proposes to assert the right to be indemnified
under this Section 8 will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party
in respect of which a claim is to be made against an indemnified
party under this Section 8, notify each such indemnifying party of
the commencement of such action, suit or proceeding but the
omission to notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have to any
indemnified party under this Section 8 except to the extent, and
only to the extent, that such omission was prejudicial to the
indemnifying party. In no event shall any such omission relieve an
indemnifying party of any liability which it may have to an
indemnified party otherwise than under this Section 8. In case any
such action, suit or proceeding shall be brought against any
indemnified party, and such party shall notify the indemnifying
party of the commencement thereof; the indemnifying party shall be
entitled to participate therein, and, if it shall wish,
individually or jointly with any other indemnifying party, to
assume (or have such other party assume) the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party
of its election (or the election of such other party) so to assume
the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses, other than
reasonable costs of investigation requested by the indemnifying
party (or such other party), subsequently incurred by such
indemnified party in connection with the defense thereof. The
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indemnified party shall have the right to employ its counsel in any
such action, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the employment of
counsel by such indemnified party has been authorized by the
indemnifying party (or such other indemnifying party as may have
assumed the defense of the action in question), (ii) the
indemnified party shall have reasonably concluded that there may be
a conflict of interest between the indemnifying party (or such
other party) and the indemnified party in the conduct of the
defense of such action (in which case the indemnifying party (or
such other party) shall not have the right to direct the defense of
such action on behalf of the indemnified party) or (iii) the
indemnifying party shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees
and expenses of counsel shall be at the expense of the indemnifying
party (subject to possible reimbursement of the indemnifying party
by such other party). An indemnifying party shall not be liable for
any settlement of any action or claim effected without its consent.
In the case of (ii) above, the indemnifying party (or the
indemnifying parties, if an indemnified party shall have a claim
for indemnification against more than one indemnifying party) shall
not be liable for the expenses of more than one separate counsel
for each of the following groups: (x) the Additional Selling Agent
and any person who controls the Additional Selling Agent within the
meaning of Section 15 of the Securities Act, and (y) the
Partnership and QAM and any person who controls the Partnership or
QAM within the meaning of Section 15 of the Securities Act.
9. MISCELLANEOUS
9.1 This Agreement embodies the entire understanding between the
parties hereto in respect of the subject matter hereof and no
modification or amendment of any provision of this Agreement shall
be effective unless the same shall be reduced to writing and signed
by the parties hereto.
9.2 The illegality, invalidity or enforceability of any provision of
this Agreement under the law of any jurisdiction shall not affect
its legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any
other provision.
9.3 In case that single terms of this Agreement are or become
inoperative or impracticable, the rest of this Agreement shall
remain unaffected thereby. To the extent practicable, any invalid
or inoperative terms will be replaced by valid and operative terms,
which are closest to the real
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purpose of the invalid or inoperative terms.
9.4 Any controversy, claim or dispute arising out of or relating to
this Agreement shall be referred to arbitration in accordance with
the rules of the NASD and judgment upon any award rendered may be
entered in any court of competent jurisdiction.
9.5 This Agreement is deemed to have been drafted jointly by the
parties, and any uncertainty or ambiguity shall not be construed
for or against either party as an attribution of drafting to either
party.
9.6 This Agreement may be executed in any one or more counterparts,
each of which shall constitute an original, no other counterpart
needing to be produced, and all of which, when taken together,
shall constitute but one and the same instrument. If this Agreement
is signed and transmitted by facsimile machine or electronic mail,
the signature of any party on such Agreement transmitted by
facsimile or electronic mail shall be considered, and have the same
force and effect, as an original document.
9.7 The terms and provisions of this Agreement shall be construed under
New York law. Any disputes arising from, or in any way relating to,
this Agreement or the subject matter thereof shall be determined
under the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
FOR QUADRIGA ASSET MANAGEMENT INC.: FOR THE ADDITIONAL SELLING AGENT:
__________________________________ _____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (President)
Print name: _________________________
Print title: ________________________
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SCHEDULE I
REMUNERATION
Made on _______________, 200__ between:
QUADRIGA ASSET MANAGEMENT INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
and
____________________________
____________________________
(sometimes hereinafter called the "Additional Selling Agent")
This Schedule I is attached to, and made a part of that certain Additional
Selling Agent Agreement, of even date herewith, between QAM and the Additional
Selling Agent. Any and all defined terms used herein shall have the meaning(s)
assigned to them in said agreement.
1. PAYMENT OF REMUNERATION. In consideration of the Additional Selling
Agent soliciting and obtaining purchasers of the Units, Quadriga Asset
Management, Inc. ("QAM") shall pay the Additional Selling Agent remuneration as
follows:
a) Initial Commission. For up to twelve months
immediately following the sale of any Units, QAM will pay to the
Additional Selling Agent a sales commission (the "Initial Commission")
equal to the Annual Percentage set forth in Paragraph 2 below. A pro
rata portion of the Initial Commission will be paid to the Additional
Selling Agent on a monthly basis (i.e., one twelfth of the Initial
Commission per month), commencing no later than the 20th calendar day
of the month following the month in which an applicable purchase of
Units occurs, until the entire Initial Commission is paid in full.
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b) Service Fees. Provided that the Additional Selling
Agent is registered with the CFTC as a futures commission merchant or
introducing broker and is a member in good standing of the NFA in such
capacity then, in consideration of the provision by the Additional
Selling Agent of such ongoing services in connection with the Units
sold by the Additional Selling Agent as is required by applicable law
or regulation in order to receive a continuing or trailing commission,
QAM will pay to the Additional Selling Agent a monthly service fee (the
"Service Fee") equal to one twelfth of the Annual Percentage set forth
in Paragraph 2 below. Payment of the monthly Service Fee shall commence
no later than the 20th calendar day of the month following the month in
which the full Initial Commission is paid, but in no event earlier than
the thirteenth full month after the sale of applicable Units. The
Additional Selling Agent shall forfeit its rights hereunder to receive
any Service Fees for the entirety of any month during which it is not
duly registered with the CFTC as a futures commission merchant or
introducing broker and a member in good standing of NFA.
c) Subsequent Commissions: In addition to the Initial
Commission, if the Additional Selling Agent is not (i) registered with
the CFTC as a futures commission merchant or introducing broker and
(ii) a member in good standing of the NFA in such capacity, shall
receive additional selling commissions ("Subsequent Commissions") from
QAM, paid on the same basis as the Service Fees provided, however, that
the total of the Subsequent Commissions plus the Initial Commission and
offering costs properly deemed to constitute costs allocable to the
Additional Selling Agent (such as a selling brochure, seminar costs and
travel expenses) do not exceed 10% of applicable Units' initial sale
price. Any such ongoing payments or additional selling commission will
be paid by QAM and not by the Partnership, but may be deemed to
constitute underwriting compensation.
2. ANNUAL PERCENTAGE. The "Annual Percentage" shall be two percent (2%)
of the value of assets raised which the Additional Selling Agent is credited as
having sold. The Annual Percentage shall be based solely on amounts actually
invested by purchasers of Units procured by the Additional Selling Agent and
without taking into consideration any further performance of any such amounts
invested.
3. LIMITATIONS ON REMUNERATION. In no event may an Additional Selling
Agent be entitled to receive any more than one of the foregoing three methods of
remuneration (Initial Commission, Service Fees and Subsequent Commission) for
the same month(s) or any other given time period. The Additional Selling Agent
shall not be entitled to receive any remuneration for periods of time subsequent
to a Purchaser's redemption of Units, or for any
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period of time on any amounts that a Purchaser does not leave invested with the
Partnership. Additionally, payment of remuneration is subject to the rules
promulgated by the NASD and other governing regulatory bodies. In the event that
the NASD, or any other governing regulatory body, imposes any restriction on any
remuneration hereunder, then QAM's obligation to pay such remuneration shall be
limited to the extent of any such restriction. Regardless of whether the
Additional Selling Agent is registered with the CFTC as a futures commission
merchant or introducing broker and is a member in good standing of the NFA in
such capacity, in no event shall the Additional Selling Agent be entitled to
receive any remuneration under this Agreement unless the Additional Selling
Agent is registered with the NASD.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
FOR QUADRIGA ASSET MANAGEMENT INC.: FOR THE ADDITIONAL SELLING AGENT:
__________________________________ _____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (President)
Print name: _________________________
Print title: ________________________
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[QUADRIGA LOGO]
QUADRIGA SUPERFUND, L.P. - ADDITIONAL SELLING AGENT
AGREEMENT APPENDIX
SELLING AGREEMENT DATED__________, 200__
Please provide the following information.
1) Company Legal Name____________________________
2) Company Address_______________________________________________________
Street (P.O Box not acceptable) City State Zip Code
3) Contact Name____________________________
4) Phone/Fax________________________
5) E-mail____________________________
6) Bank name____________________________
7) Account Number____________________________
8) ABA Nr.____________________________
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