1. AGENT SALES AGREEMENT
This Agreement is made and entered into by and between Potomac Section 5. PFM shall pay to Agent an "Agent Fee" equal to forty
Fund Management, Inc., hereinafter referred to as "PFM" and percent (40%) of the advisory fees, as set forth in the PFM/client's
_________________________________________, hereinafter Investment Management Agreement, on sales by Agent et al. of
referred to as "Agent". PFM's investment management contracts. This Agent Fee is
Section 1. PFM agrees that during the term of this Agreement, the payable to Agent within thirty days after PFM receives payment
Agent and its sales representatives (Agent et al.) may act as from the client. Subject to Federal and state securities and
solicitors for sales of PFM's investment management contracts. investment advisor laws, rules, and regulations in effect, and Agent
Agent et al. shall (a) refer its clients to PFM, (b) describe to such et al. compliance therewith, Agent shall continue to receive such
clients the investment advisory services of PFM as set forth in Agent Fee so long as; (a) the introduced client's contract with PFM
PFM's written disclosure statement (Part II of PFM's Form remains in effect, (b) the client retains his/her relationship with the
ADV),(c) assist PFM in the negotiation and preparation of the Agent et al. as described in Section 15(a) of this Agreement, (c)
Investment Management Agreements between PFM and such solicitor of such clients remains affiliated with Agent, (d) PFM has
clients, (d) assist the client in the completion of the Client Profile received the fees payable on the aforementioned contract, (e) Agent
and Suitability Questionnaire and the Investment Management remains qualified to receive such Agent Fees pursuant to Section 8
Agreement Enrollment Form, (e) assist the client in all the of this Agreement, and (f) this contract remains in effect. Advisory
necessary paperwork to place the account under PFM’s fees are subject to change from time to time by written notice
management and (f) subsequently act as a liaison between PFM and mailed by PFM to Agent's address of record.
the client for communications with the client and for certain Section 6. All applications for PFM's investment management are
administrative matters. subject to acceptance by PFM. Agent Fee will not be paid on any
Section 2. During the term of this Agreement, Agent is authorized contract rejected by PFM, on any fee not collected by PFM, or on
to hire, train and supervise sales representatives for the purpose of any fee refunded to a client by PFM. Agent agrees to refund to
soliciting sales of PFM's investment management contracts. PFM any Agent Fees paid to Agent in any of these instances. PFM
shall have the right to set off against any Agent Fees payable to
Section 3. Agent et al. shall be free to determine the time, place Agent hereunder any amounts due PFM as refunds from Agent and
and manner of solicitation of such sales described in Section 1 such refunds shall constitute a first lien on said Agent Fee. Agent
above, subject to compliance with all applicable Federal and state has no authority to collect or receive payment in its own name for
securities and investment advisor laws, rules and regulations. any PFM Investment Management Agreement, it being understood
Agent agrees and will advise it’s representatives to use only such that all such payments are to be made by check or other means of
sales materials and forms as have been approved by PFM and agrees payment, payable to PFM. Agent shall not commingle client funds
to make every effort to keep informed of changes in this material. or securities with its own or with those of any affiliate of Agent.
Agent et al. shall provide the client or proposed client solicited by
Agent et al. with a copy of the then current written PFM disclosure Section 7. Agent hereby undertakes and will supervise it’s sales
statement (Part II of PFM's most recent ADV form) and the separate representatives to perform their duties hereunder in a manner
solicitor's disclosure statement as required by Rule 206(4)-3 consistent with the provisions of the Investment Advisors Act of
promulgated under the Investment Advisors Act of 1940. Agent et 1940, as amended, and the rules and regulations thereunder; all
al. will obtain such clients signed and dated acknowledgment of applicable Federal and state securities laws, rules, and regulations.
receipt of the same and forward a copy of each to PFM. Section 8. Agent hereby represents and warrants to PFM: (i) that
Section 4. It is agreed that Agent et al. are independent contractors Agent et al. are qualified to act as third party solicitors under
hereunder and nothing contained in this Agreement shall be Regulation 275.206(4)-3 under the Investment Advisors Act of
construed to create the relationship of employer and employee 1940 and all applicable laws and regulations in the states in which
between PFM and Agent et al. Agent et al. shall assume and accept Agent et al. conducts business; (ii) that Agent has taken all actions
any and all responsibilities that are imposed upon an independent in accordance with such rule, laws and regulations necessary to
contractor by any statute, rule, regulation or other authority. Agent permit Agent et al. to engage in the activities contemplated by this
et al. are not authorized to represent PFM or to use its name except Agreement; (iii) that Agent et al. are , and will continue to be so
to the extent herein expressly stated, nor are Agent et al. authorized long as this Agreement is in effect, in compliance with such rule,
to pledge the credit of PFM or obligate PFM in any manner, nor laws and regulations; (iv) that Agent et al are not prohibited under
shall PFM assume any of the obligations or liabilities of Agent et al. such rule, laws or regulations from so acting or from engaging in
Any outlays, losses, obligations, damages, disbursements or such activities; and (v) that if Agent or its sales representatives
expenses, including fees, which may be incurred by Agent et al. should become prohibited Agent will immediately so notify PFM
shall be borne by Agent, and the Agent shall not be entitled to any and, unless and until otherwise agreed to by PFM, the prohibited
reimbursement for the same from PFM.
2. Agent or sales representative will cease to act under this attempt to employ or otherwise transact business with Agent's sales
Agreement. representatives unless given permission by Agent.
Section 9. While the Agent et al. may act as a solicitor for other Section 16. This Agreement shall remain in full force and effect
investment advisors, Agent represents and warrants that Agent et until terminated by thirty days written notice by either party hereto
al. are not parties to, or subject to, the terms of any Agreement to the other.
with any person, firm, corporation, or any other legal entity which Section 17. This Agreement:
would have the effect of prohibiting Agent from entering into this
Agreement or carrying out the terms hereof and is not subject to any (a) Supersedes all previous agreements, whether oral or written,
Federal or state law, rule or regulation or any order which would between Agent and PFM.
have the same effect. (b) May not be amended except as mutually agreed in writing by
Section 10. Agent hereby indemnifies and holds PFM harmless Agent and PFM.
from and against all losses, damages, costs and out-of-pocket (c) May not be transferred or assigned by Agent; and
expenses, including attorneys' fees, caused by or arising from, or (d) Shall be governed by and construed in accordance with the laws
based upon claims, demands, actions or lawsuits asserted or brought of the State of Maryland.
against PFM stemming from any misrepresentation by Agent et al.
hereunder or from Agent et al. failure to comply with any of the The above terms and conditions are accepted and agreed to by the
terms of this Agreement. parties hereto and shall commence as of the Effective Date written
Section 11. PFM agrees to supply to clients of Agent et al. portfolio
management services and advice. It is understood by both parties to Witness our signatures this ______ day of _________,19____,
this Agreement that there is no guarantee by PFM as to the accuracy which is the Effective Date of Agreement.
or correctness of such advice or management services. PFM agrees
to provide implementation of all mutual fund conversions for ________________________________________
applicable client plans. PFM shall maintain record keeping of Authorized Agent Signature
clients’ accounts and make available duplicates of such record
keeping to Agent at cost. All necessary account applications and
other forms will be furnished to clients by Agent et al. from supplies Name/Title of Agent Representative
made available by PFM.
Section 12. PFM may provide sales and product training to Name of "Agent" Firm (same as on page 1)
selected Agent sales representatives, including sales presentations
and seminars. Such services are to be negotiated by separate ________________________________________
agreement between PFM and Agent. Type firm (proprietorship, partnership, or corporation)
Section 13. Agent agrees that neither it nor the sales representatives
under its supervision shall publish advertisements, either by direct
mail, distribution of printed matter, newspapers, radio, television, CRD Number (if applicable)
or by other media, or mail letters or sales literature describing the
PFM investment management programs without the prior written
approval of PFM. Tax ID # (must be provided if not incorporated)
Section 14. Agent agrees to keep confidential all ideas, techniques ________________________________________
and materials supplied by PFM, whether or not patented or Agent Street Address
patentable, copyrighted or copyrightable, and shall not reproduce or
distribute same to any other parties at any time or to use same after ________________________________________
termination of this Agreement except with the express written City, State, ZIP Code
consent of PFM.
Section 15. Except pursuant to the terms hereunder, during the
existence of this Agreement, neither PFM nor its principals shall, Phone Number
directly or indirectly, (a) solicit investment advisory services from ________________________________________
then-existing clients brought to PFM by Agent or its sales
representatives without compensation to Agent provided that in the
event that the client notifies PFM of the client’s termination of its ________________________________________
relationship with Agent et al. with respect to the services provided
PFM Authorized Signature
by Agent et al. as described in Section 1 of this Agreement,
compliance therewith shall not be deemed a breach hereof or (b) Richard M. Paul, President