Registered Representative / Investment Advisor

Transcription

1 Multiple Financial Services, Inc. Registered Securities Broker Dealer - Member NASD/SIPC Registered Representative / Investment Advisor Employment and Account Agreement Registered Representative / Investment Advisor Registered Rep Code: RIA / IAR ID: Business Name (dba):

2 Registered Representative/Investment Advisor Employment Agreement THIS AGREEMENT, made as of this day of, by and between Multiple Financial Services, Inc., a California corporation, located at 111 Pacifica, Suite 250, Irvine, CA (the Company ) and, located at:, in the city of, State of, Zip, County of. ( I or me ). The Company and I are hereinafter collectively referred to as the Parties. In consideration of the mutual covenants and agreements herein contained, the Parties agree as follows: 1. THE COMPANY A. The Company hereby designates me as a Registered Representative and Account Executive. B. The Company will pay me commissions (as used herein, the term commissions may also refer to fees or other compensation) earned from customers for transactions in securities, insurance and other investment products solicited in accordance with the paragraph herein designated Compensation. C. The Company will enter into sales agreements with certain underwriters and/or sponsors of various securities, insurance and other investment products after it conducts a due diligence investigation and reasonably determines, in the Company s standards for approval. Such products will hereinafter collectively be referred to as Approved Products. D. I understand and agree that my District Manager ( DM ) is duly licensed with the Company and is designated by the Company to supervise me, and I agree to submit to such supervision by my DM. 2. REGISTERED REPRESENTATIVE Because I desire to qualify as a Registered Representative of the Company, pursuant to the Bylaws of the National Association of securities Dealers Regulation, Inc. ( NASD ), I hereby agree as follows: A. Services: i) I will offer, solicit offers and sell, at my sole risk and expense as an independent contractor, and not as an employee, Approved Products offered by, or through, the Company. ii) iii) In my capacity as a Registered Representative of the Company, I will offer for sale and sell only Approved Products. In connection with each sale or solicitation of offers to buy securities or other investment products, I will deliver or cause to be delivered to the customer, in accordance with the securities laws, rules and regulations and the policies of the Company, where applicable, a current prospectus and/or offering memorandum, if any such prospectus and/or offering memorandum exists, and I will make no representation to customers except as are contained in such prospectus and/or offering memorandum. I will fully explain the items and conditions of the purchase or sale of securities, insurance and investment products to the customer or prospective customer. I will not make untrue, incorrect, inaccurate or misleading statements, interpretations or misrepresentation, nor will I omit or fail to state material facts concerning such purchase or sale. Page -1-

3 B. Compliance: i) I will comply with all applicable laws, rules and regulations of federal and state governmental and regulatory agencies including, but not limited to, compliance with the statutes, rules, regulations and statements of policy of the United States Securities and Exchange Commission ( SEC ), the conduct rules of the NASD and any state securities and insurance laws and regulations. ii) I will read, understand and follow the policies and procedures of the Company. I will fully comply with and conduct my business in accordance with all applicable policies and procedures. I will also follow any or all written instructions or directions which may be issued or communicated to me by the Company from time to time. iii) I will offer for sale and sell only securities, insurance and investment products that I am licensed or registered to sell by the NASD and/or other applicable regulatory agencies. I will offer for sale and sell only securities, insurance and investment products in states that I am currently licensed with the appropriate state regulatory agency. I hereby agree to fulfill both the regulatory element and firm element portion for continuing education. If at any time I should be deemed inactive for failure to compete my continuing education, I understand that I am not entitled to any commission on the sale of securities or investment products during the inactive period. I further understand that I am not able to act as a registered representative of the Company in any capacity until such time as my continuing education has been satisfied. If the continuing education requirements is not satisfied within the time prescribed by the NASD, it is grounds for termination. I will advise all customer sand prospective customers that I am acting as a registered representative of the Company and that nay order for sale or purchase of securities and investment products will be effected solely through the Company. I understand that I have no authority to act, and I will not act, for any customer in any dealings in securities or investment products except as a registered representative of the Company. v) I will not accept, directly or indirectly, remuneration in any form from any person or business on account of any dealings in securities or investment products without express prior written approval of the Company. Further, I will not accept or retain any affiliation, consultancy or employment, directly or indirectly, with any dealer, underwriter, syndicator or broker of securities, without the Company s prior written approval. vi) I will notify the Company in writing and obtain the Company s approval in writing of any outside business activity prior to engaging in such activity. I will not engage in any conduct which is adverse to the business of the Company, its affiliates, or its registered representatives, nor will I engage in any conduct which is not the business of the Company without advising the Company of such business activity in advance in writing and obtaining the Company s specific prior written approval. I will not accept or retain any employment or compensation from any person or business or, as a self employed person, as a result of business activity outside the scope of my affiliation with the Company without first advising the Company in writing and obtaining the Company s approval in writing prior to accepting such employment or compensation. I agree to make the books and records with respect to any outside business activities available to the Company upon request. I may not otherwise sell securities, insurance or other investment products for which I must be licensed without prior written Company approval. C. Offsets/Amounts Owed the Company: i) If I at any time become indebted or otherwise liable to the Company or its affiliates, the Company shall be entitled to retain and apply toward the liquidation of any such indebtedness or liability any and all commissions, deferred and/or special compensation or other amounts due me. Any such indebtedness shall be a first lien upon amounts due hereunder and the Company shall have a perfected security interest and a priority claim upon such amounts due hereunder. For the purpose of such lien and claim, I hereby assign to the Company, to the extent permitted by law, all commission, deferred and/or special compensation or other amounts due me. ii) Any and all indebtedness or amounts due from me to the Company including, but not limited to, charge backs, debit balances, errors and omissions insurance deductibles or premiums, administrative charges, fines, penalties or advances and draws over and above the amount then actually due and payable to the Company by me, shall constitute a loan from the Company to me, repayable at any time upon the Company s demand, unless otherwise agreed to in writing between the Company and me. Any such loan shall bear interest at the maximum legal rate from the date of termination until paid in full. iii) The lien and assignment, as well as any indebtedness or amounts due from me to the Company, whether accrued before or after termination of this Agreement, shall survive the termination of this Agreement. I agree to pay all costs and expenses incurred by the Company in the collection of any indebtedness or amounts due from me to the Company including, but not limited to, attorneys fees, expert witness fees, arbitration fees and travel expense. Page -2-

4 D. Administrative Charges, Fines or Penalties, License Fees and Expenses: i) If I, through error, omission, intentional wrongdoing, willfulness, negligence or carelessness, fail to comply with the provisions of any applicable federal, state, or municipal laws, rules, regulations or procedures, selfregulatory organization rules or regulations, or procedures or policies established by the Company, the Company shall have the option, in its sole discretion, to assess against and collect from me, as administrative charges, fines or penalties, such sum or sums as the Company deems appropriate under the circumstances. This option shall survive the termination of this Agreement. ii) I will pay the costs of registration with the NASD, any state registration fees, renewal fees, examination fees, variable appointment fees, bonding requirements, errors and omissions, insurance premiums, termination fees, continuing education fees, and any administrative fees or costs which may be incurred or imposed from time to time by the Company. I understand that such fees and costs are non-refundable if my registration with the Company is terminated by me or the Company. iii) I will pay all of my self-employment taxes and all other related governmental obligations including, but not limited to, social security, income and unemployment taxes, state and local fees and taxes incidental to doing business as a securities or investment products sales representative. The Company is not responsible for any expenses or charges incurred by me or any of my employees or service providers in the conduct of my or their business. I agree that neither I nor any such person shall be an employee or agent of the Company and will not be entitled to any benefits provided by the Company to employees. v) I agree that upon termination for any reason (or no reason), any and all outstanding obligations to the Company shall be immediately due and payable and that any debit balances shall be paid within thirty (30) days. E. Customer Fails/Claims: I will be fully liable and fully responsible for any loss, cost or expense which the Company sustains as a result of any transaction entered into involving my customer or customer account(s) which are under my management including, but not limited to, all costs of client reneges, failure to comply with margin calls, and all other matters which involve the failure of a customer to meet his or her financial responsibilities, and I will indemnify the Company for any and all such losses, costs or expenses including, but not limited to, the Company s attorneys fees and other related legal fees and costs, damages, claims or liabilities resulting from such customer transactions. F. Compensation: i) For sales made by me of Approved Products, I will receive a percentage or gross dealer concession or commission in accordance with the then applicable schedule or schedules published by the Company from time to time, as modified by any commission agreement between me and my DM. ii) The Company reserves the right to adjust the basis of compensation from time to time. Any commission agreement between me and my DM may be modified at any time as agreed upon between me and my DM by giving the Company written notice to the extent permissible by law or applicable rule or regulation. iii) I understand and agree that, to the extent permitted by applicable law, upon my termination my commissions may be held for a period of sixty (60) days to allow for any charge backs, debit balances or other amounts owed to the Company or its affiliates to be assessed to my commission account. The Company may hold my commission for an additional period of time if there are pending or threatened customer complaints. The Company shall charge and deduct from my commission account any amounts owed to the Company. I understand that I may be eligible to receive special compensation declared payable by the Company, should I be eligible under the terms, condition and qualifications of such special compensation plan or program as in effect from time to time. I understand and agree that the Company reserves the right to discontinue or modify any special compensation plan or program that may now or in the future be in effect. v) The Company shall not pay any commission due to me until such time as the Company is in actual receipt of dealer concession or commission and, accordingly, I acknowledge that I have not earned payment of such commission until the Company has received the dealer concession or commission from the appropriate sponsor or underwriter. vi) In the event of my termination, retirement, disability or death, the Company agrees to pay me, my surviving spouse, or other designated beneficiary (as appropriate) any commission from the sale of Approved Products with a trade date prior to the date of my termination, retirement, disability or death which become due and payable by the Company less any debit balance in my commission account. Page -3-

5 The foregoing does not apply to trail commissions received by the Company from a product sponsor more than 30 days after my termination. However, in the event of my retirement, disability or death, trail commissions may, in certain circumstances, continue to be paid to me, my surviving spouse or other designated beneficiary but only to the extent permissible under applicable rules and regulations. vii) I agree that I shall have no claim against the Company as a result of its business practices and that it may accept or reject any order, pursue, settle or release any claim or collection or otherwise make business decisions as it deems appropriate with no right by me of any claim for list commissions or other amounts. G. Authority: i) My authority to act as a registered representative of the Company is strictly limited and I have no authority or power to bind or obligate the Company by any statement, promise, representation, conduct, agreement or contract of any kind, or to waive any of the Company s rights or requirements unless specifically authorized by the Company in writing. I will not attempt to bind or obligate the Company, nor will I hold myself out as an agent or represent to others, in any way, that I have authority to bind or obligate the Company. ii) iii) I will use my own judgment as to the time, place and means of exercising my limited authority under the terms of this Agreement, subject to and in compliance with, among other things, any applicable laws, rules, and regulations of federal and state governmental and regulatory agencies, the rules, regulation and policies of the NASD, and other self-regulatory entities, and the rules and regulations of insurance companies represented. I will be treated and will act solely as an independent contractor and not as an employee of the Company, including for federal, state and local income taxation purposes. As an independent contractor, I understand that (i) I am not eligible for any benefits made available to the employees of the Company or its affiliates (including welfare, fringe and pension benefits) (ii) I am not eligible to receive expense reimbursements from the Company, and (iii) that I have no state law workers compensation rights with respect to my services under this Agreement. I acknowledge that I will be solely responsible for any federal, state or local income or self employment taxes arising with respect to the compensation and other amounts paid by the Company hereunder. H. Indemnity: I will defend, indemnify and hold the Company and its affiliates harmless from all obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses including, but not limited to, those at any time or from time to time paid, suffered, incurred or sustained by the Company or its affiliates which arise out of or are related to (a) my alleged or actual errors, omissions, negligence, intentional wrongdoing, breach of duty and/or violation or alleged violation of any applicable laws, rules and regulations of federal and state governmental and regulatory agencies, or (b) any activity by me outside the scope of my affiliation with the Company, which affiliation I acknowledge is limited solely to the sale or purchase of securities, insurance and investment products approved by the Company and incidental investment advice, (c) claims for benefits, compensation or other amounts by any individual employed or retained by me. I. Additional Covenants: During the term of this Agreement and for one (1) year thereafter, I agree not to (i) recruit, solicit or induce any non-clerical employee, registered principal or registered representative of the Company to terminate his or her employment with, or otherwise cease or reduce his or her relationship with, the Company; (ii) use confidential information of the Company (which shall include information as to customers, clients and registered representatives) to solicit or induce any customer or client of the Company, other than my own customers or clients, to terminate, or otherwise to cease, reduce, or diminish in any way its relationship with the Company; or (iii) use or disclose any confidential information except as permitted in (i) or (ii) above or as required to comply with applicable legal process. If any such restriction is found to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area to which it may be enforceable. In the event of a breach of potential breach of such restrictions, I acknowledge that the Company will be caused irreparable harm and that money damages may not be an adequate remedy. Accordingly, I acknowledge that the Company shall be entitled to injunctive relief (in addition to other remedies at law) to have such provision enforced without posting any bond. Page -4-

6 J. Termination: i) This Agreement may be terminated at any time by either party by written notice which notice shall specify the effective date of termination. ii) This Agreement will terminate automatically and without notice if I am disqualified as a licensee by the NASD for any reason as set forth in Article II of the NASD bylaws. This Agreement will also terminate automatically and without notice if I fail to pay any applicable NASD, SEC or State licensing fees at renewal time. iii) Upon termination, I will immediately deliver to the Company all funds, property, records and supplies of every kind belonging to the Company or its affiliates (including, without limitation, documents, notebooks, files, memoranda, letterhead, business cards, data, reports, client lists and potential client lists) in my possession or control. Upon termination, I will cease holding myself out as a registered representative or account executive of the Company. K. Arbitration: Any claims, controversy or dispute between the parties, or between myself and any other registered representative of the Company shall be resolved by an arbitration panel of the NASD in accordance with its Code of Arbitration Procedure, provided that in the case of a claim, controversy or dispute between myself and another registered representative of the Company, I shall first seek to resolve such dispute with the assistance of the Company. If the NASD does not agree to hear the dispute for any reason, then such dispute shall finally be resolved by arbitration in accordance with the rules and regulations of the American Arbitration Association. Any award by a majority of such arbitration panel shall be final and not subject to appeal and judgment upon the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to reimbursement of all costs and expenses including, but not limited to, reasonable attorneys fees, expert witness fees, arbitration fees and travel expenses from the losing party. The costs of any arbitration held pursuant to this paragraph shall be paid by the parties thereto in such proportion as the arbitrators, in their award, may direct. Such costs and expenses and any awards may be offset against any compensation or commissions due me. The location of the arbitration shall be in Los Angeles, California unless otherwise agreed upon by the parties to the dispute or, if the Company is not a party to the dispute, otherwise designated by the Company. L. Entire Agreement/Amendment: i) This Agreement shall supersede any prior agreements with respect to the subject matter hereof between me and the Company. ii) iii) No representation, inducement or commitment other than as expressly set forth in this Agreement or as contained in the commitment letter, if any, has been made or relied upon by me or the Company. This Agreement shall be subject to the policies, procedures, rules and regulations of the Company as such may be in effect from time to time. The policies, procedures, rules and regulations of the Company shall control in the event of any discrepancy between this Agreement and such policies, procedures, rules and regulations. This Agreement shall not be modified or amended except in writing and signed by me and the Company. M No Waiver: The failure to delay of the Company to declare a breach or termination of this Agreement because of any violation of its terms shall not be deemed to be a waiver of any subsequent violation of this Agreement. N. Severability: Should any term, condition or provision of this Agreement be determined by an arbitration panel or court of competent jurisdiction to be valid or ineffective for any reason, all of the remaining terms and conditions of this Agreement shall remain in full force and effect. Page -5-

7 O. Binding on Successors/Assigns: This Agreement shall not be assignable by me. This Agreement shall be assignable by the Company, provided that any such assignee shall assume this Agreement in a writing delivered to me. This Agreement shall inure to the benefit and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. P. Effective Date: This Agreement is made and entered into as of the date executed by an authorized officer of the Company. Q. Counterpart Execution: This Agreement has been executed in two counterparts, each of which shall be deemed to be an original. R. Notices: All notices under this Agreement shall be given in writing and shall be either delivered personally or sent by certified or registered mail, return receipt requested, addressed to the other party at the appropriate address first set forth above, or to such other address as such party shall designate by written notice as aforesaid. Notices shall be deemed given when received or two (2) days after mailing, whichever is earlier. S. Agreement Non-Violative/Choice of Law: Nothing herein shall be violative of any applicable law, rule or regulation and this Agreement shall be governed by and construed in accordance with the laws of the State of California (without reference to rules relating to conflicts of laws.) IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. Date: RR/IA Name (MM/DD/YYYY) RR/IA Signature Date: DM Name (MM/DD/YYYY) DM Signature Agreed & Approved: Multiple Financial Services, Inc. Date: Authorized Signature (MM/DD/YYYY) Print Name and Title Page -6-

8 Multiple Financial Services, Inc. Compensation Agreement NEW OFFICE REGISTRATION INITIAL COMPENSATION AGREEMENT TO BE ASSIGNED EXISTING REGISTERED OFFICE COMPENSATION AGREEMENT CHANGE BRANCH NUMBER SUPERVISORY GROUP NUMBER LAST NAME, FIRST MIDDLE INITIAL REP I.D. BUSINESS STREET ADDRESS CITY STATE ZIP ( ) ( ) BUSINESS PHONE FAX PHONE MAILING ADDRESS (P.O. BOX IF APPLICABLE) CITY STATE ZIP FIRST LINE SUPERVISOR Annual Commission Payout Rate REP ID Packaged Products (Mutual Funds, Variable & Fixed Life & Annuities, Derivatives, Other Investments, etc.) Commissions BD Payout Initials % % % Special Instructions: Reg Rep s/ria Date First Line Supervisor s Date initials Initials Page -7-

9 Compensation Agreement - Part ll Advisor Fee Payout Rates Investment Adviser Fees & Charges Select Third Party Manager % maximum TDWaterhouse, Ameritrade Institutional, PMR Trade % maximum Trust Companies, namely: % maximum Other % maximum Other % maximum Registered Representative or RIA Entity designated to Receive Fees. (Please Print): ADDENDUMS (dates & initials): OTHER CONDITIONS & RESTRICTIONS: The above fees to be made Effective as of: / /. Dated: / /. Authorized Signature for RIA. IAR, or RR First Line Supervisor s Signature Not less than 3 business days before Commission Statement date. Not retroactive. Please return to the Licensing Department Page -8-