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Exhibit 1.02
[QUADRIGA LOGO]
ADDITIONAL SELLING AGENT AGREEMENT
Made on _______________, 200__ between:
QUADRIGA ASSET MANAGEMENT INC.
430 PARK AVENUE
SUITE 1501
NEW YORK, NY 10022
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withdrawn.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 "Mark") 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 Mark shall inure to the sole and exclusive
benefit of the Partnership, QAM and/or their respective
licensors.
Additional Selling Agent's use of a Mark
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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 Sellin
