Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 3 contracts
Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.), Dealer Manager Agreement (Inland Residential Properties Trust, Inc.), Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Xxxxxxx X. Xxxxxx Title: Vice President Date: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 2 contracts
Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.), Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Selected Dealer pursuant to all the terms and conditions of the above Soliciting Selected Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of with FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Selected Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Email Address: Name of FirmSelected Dealer: Address Street: City State The following reflects the Selling Commissions, Dealer Manager Fees and ZIP Code Stockholder Servicing Fees as agreed upon between Inland Securities Corporation (Area Codethe “Dealer Manager”) Telephone No. Attention: THIS ESCROW AGREEMENT and the Selected Dealer named above (this the Selected Dealer”) effective as of the effective date of the Selected Dealer Agreement (the “Agreement”) is made between the Dealer Manager and entered into as the Selected Dealer in connection with the offering of this day Shares of InPoint Commercial Real Estate Income, 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation Inc. (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Selected Dealer pursuant to all the terms and conditions of the above Soliciting Selected Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of with FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. ☐ Broker-Dealer Only ☐ Dual Broker-Dealer and RIA ☐ Broker-Dealer with an affiliated RIA Dated: Name of Soliciting Selected Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows Email Address: Dated: Name of RIA (if different than checked above): (CRD Number: Authorized Signature Please type or print) print Name and Title Email Address: Name of FirmSelected Dealer: Address Street: City State The following reflects the Selling Commissions, Dealer Manager Fees and ZIP Code Distribution Fees as agreed upon between Inland Securities Corporation (Area Codethe “Dealer Manager”) Telephone No. Attention: THIS ESCROW AGREEMENT and the Selected Dealer named above (this the Selected Dealer”) effective as of the effective date of the Selected Dealer Agreement (the “Agreement”) is made between the Dealer Manager and entered into as the Selected Dealer in connection with the offering of this day Shares of , 201 by and among Inland Residential Properties IPC Alterative Real Estate Income Trust, Inc., a Maryland corporation Inc. (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ [ ] Check this box if electing to sell Class A Shares. ¨ [ ] Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).:
Appears in 1 contract
Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Xxxxxxx X. Xxxx Title: SVP, Chief Compliance Officer Date: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. By: Authorized Signature Please print Name and Title Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ NAME OF ISSUER: INLAND RESIDENTIAL PROPERTIES TRUST, INC. NAME OF SOLICITING DEALER: SCHEDULE 1 TO AGREEMENT DATED: Check each applicable box below: ☐ Check this box if electing to sell Class A Shares. ¨ Specify additional instructions regarding the authorization of salespersons to sell Class A Shares (if any): ☐ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows Specify additional instructions regarding the authorization of salespersons to sell Class T Shares (if different than aboveany): ☐ Check this box if electing to sell Class T-3 Shares. Specify additional instructions regarding the authorization of salespersons to sell Class T-3 Shares (Please type or print) Name of Firm: Address Street: City State and ZIP Code if any): Except as otherwise specifically stated herein, capitalized terms used in this Schedule not otherwise defined herein shall have the meanings given them in the Soliciting Dealer Agreement (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this as amended, the “Agreement”) between the Soliciting Dealer and the Dealer Manager of which this Schedule is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”)part.
Appears in 1 contract
Samples: Dealer Manager Agreement (Inland Residential Properties Trust, Inc.)
Not a Separate Entity. Nothing contained herein contained shall constitute you, Inland Securities Corporation, you or the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and of our agreement, please kindly sign and return the attached duplicate of it to us, whereupon this Agreement. Your indicated acceptance thereof shall constitute instrument will become a binding agreement between you and usthe Company in accordance with its terms. Very truly yoursINLAND DIVERSIFIED REAL ESTATE TRUST, INLAND SECURITIES INC., A MARYLAND CORPORATION By: Name: Xxxxxx Xxxx Xxxxxx Title: DatePresident Accepted as of the date first above written: By: Name: Xxxxxxx X. Xxxxxx Title: Vice President «DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», «STA» «ZIP» Dear «XXX»: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of an agreement, 201 by which is a part hereof and among attached hereto, with Inland Residential Properties Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation under which we have agreed to use our best efforts to solicit subscriptions for shares of the Company’s common stock (the “Dealer ManagerManager Agreement”). The Company is offering an aggregate maximum of up to 700,000,000 Shares at a price of $10.00 per Share on a “best efforts” basis and up to 50,000,000 Shares issued pursuant to the Company’s distribution reinvestment plan at a price of $9.50 per Share (collectively, the “Offering”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with performing our obligations under the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Soliciting Dealer”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares in accordance with the following terms and conditions:
1. A registration statement (the “Registration Statement”) with respect to the Shares has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and UMB Bankhas become effective. The 750,000,000 Shares and the Offering are more particularly described in the Prospectus, N.A.which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared or approved by the Company for use in the Offering.
(a) You may undertake solicitation and other activities only in accordance with the Dealer Manager Agreement, this Soliciting Dealer Agreement (this “Agreement”), the Act, the Securities Exchange Act of 1934, as escrow agent, a national banking association organized and existing under the laws of the United States of America amended (the “Escrow AgentExchange Act”),
(a) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $70,000; or (b) a minimum net worth of at least $250,000 (excluding home, home furnishings and automobiles); or (2) the suitability standards set forth in the Subscription Agreement attached as Appendix C-1 to the Prospectus (the “Subscription Agreement”) and the Prospectus for investors residing in certain states. You shall maintain, for at least six years, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation from the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made satisfied the suitability standards.
(b) In addition to the requirements set forth in Section 2(a) hereof, if the investor is a resident of Alabama, Kentucky, Massachusetts, Michigan, Missouri or Pennsylvania, the investor’s investment in the Shares may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets;
(c) In addition to the requirements set forth in Section 2(a) hereof, if the investor is a resident of Ohio, the investor’s investment in the Shares and the common stock of other real estate programs sponsored by Inland Real Estate Investment Corporation may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets;
(d) In addition to the requirements set forth in Section 2(a) hereof, the Office of the Kansas Securities Commissioner recommends that an investor’s aggregate investment in the Shares and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities;
(e) In addition to the requirements set forth in Section 2(a) hereof, the Iowa Securities Bureau recommends that an investor’s aggregate investment in our securities and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities; and
(f) You shall: (i) deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his or her Subscription Agreement; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of ninety (90) days after the first date upon which the Shares were offered to the public; (iii) deliver, in accordance with applicable law or as prescribed by any state securities administrator, to any person a copy of any prescribed document included within the Registration Statement; and (iv) maintain in your files for at least six years, documents disclosing the basis upon which you determined the suitability of each purchaser of Shares. If you intend to electronically deliver the Prospectus to any person, you shall comply with all requirements promulgated by the Commission for electronic delivery.
(a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a selling commission equal to seven percent (7.0%) of the price paid per Share for all Shares sold (except for Special Sales (as defined below)) on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Any selling commission earned by you shall be payable to you by us solely from the proceeds of selling commissions paid to us by the Company for the sale of its Shares, and will not be paid until any and all commissions payable by the Company to us have been received by us.
(b) Notwithstanding the provisions set forth above, with respect to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000 through you as Soliciting Dealer, we shall pay your selling commissions in accordance with the following schedule: 1% $ 250,000 $ 499,999 6 % 2% $ 500,000 $ 999,999 5 % 3% $ 1,000,000 $ 2,499,999 4 % 4% $ 2,500,000 $ 4,999,999 3 % 5% $ 5,000,000 $ 9,999,999 2 % 6% $ 10,000,000 and over 1 % Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole Shares with any fractional Shares being rounded up to the nearest whole number. Selling commissions will not be paid on any Shares in respect of a volume discount.
(i) To the extent reasonably practicable, you shall combine purchases for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount; provided that all combined purchases are made through you and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering by the same purchaser with other subscriptions in the Offering for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor and shall advise the investor accordingly. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” space.
(ii) In the case of subsequent investments or combined investments, a volume discount will be given only on the portion of the subsequent or combined investment that caused the investment to exceed the breakpoint. For example, a person investing $50,000 who previously invested $240,000 may combine these amounts to reach the $250,000 breakpoint entitling the person to a lower sales commission on the $50,000 investment. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases.
(d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. This restriction may limit the amount of the volume discount after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of combining purchases.
(e) You also may receive (i) a marketing contribution in an amount equal to a maximum of one and one-half percent (1.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder and (ii) a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence expenses in an amount not to exceed one-half percent (0.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder, which may be reimbursed, in the Company’s sole discretion, from amounts paid as the Marketing Contribution or from Issuer Costs (as defined in Section 6 of the Dealer Manager Agreement). We may advance to you certain marketing expenses for items such as Soliciting Dealer conferences. Any such advances incurred by you will be later deducted from any marketing contribution that may otherwise be paid to you. You may reallow all or any portion of the marketing contribution to any of your registered representatives to the extent permitted under applicable law and regulations including federal and state securities laws, any rules or regulations thereunder and the rules and regulations of FINRA.
(f) No selling commission or marketing contribution shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of FINRA, specifically including, but not in any way limited to, Rule 2790 therein.
Appears in 1 contract
Samples: Dealer Manager Agreement (Inland Diversified Real Estate Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer Selected RIA pursuant to all the terms and conditions of the above Soliciting Dealer Selected RIA Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member registered investment adviser in good standing of FINRA under the Act and represent that we will comply with the rules and regulations promulgated by FINRAthereunder. Dated: Name of Soliciting DealerSelected RIA: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded Email Address: Identity of Servicing Dealer: Name: Type of entity: (corporation, partnership, proprietorship, etc.) Licensed as follows broker-dealer in the following States: CRD Number: Identity of Servicing Dealer: Name: Type of entity: (if different than above): corporation, partnership, proprietorship, etc.) Licensed as broker-dealer in the following States: CRD Number: Identity of Servicing Dealer: Name: Type of entity: (Please type or printcorporation, partnership, proprietorship, etc.) Licensed as broker-dealer in the following States: CRD Number: Name of FirmSelected RIA: Address Street: City State and ZIP Code CHECK EACH APPLICABLE BOX BELOW IF THE SELECTED RIA ELECTS TO PARTICIPATE IN THE DISTRIBUTION OF THE LISTED SHARE CLASS ☐ Class D $2,500 ☐ Class I $1,000,000 (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 unless waived by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)
Not a Separate Entity. Nothing contained herein contained shall constitute you, Inland Securities Corporation, you or the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreementIF THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING OF OUR AGREEMENT, please sign and return the attached duplicate of this AgreementKINDLY SIGN AND RETURN IT TO US, WHEREUPON THIS INSTRUMENT WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY IN ACCORDANCE WITH ITS TERMS. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yoursINLAND AMERICAN REAL ESTATE TRUST, INLAND SECURITIES INC., A MARYLAND CORPORATION By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx Title: DatePresident Accepted as of the date first above written: A DELAWARE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President «DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», «STA» «ZIP» Dear «XXX»: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of an agreement, 201 by which is a part hereof and among attached hereto, with Inland Residential Properties American Real Estate Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation under which we have agreed to use our best efforts to solicit subscriptions for shares of the Company’s common stock (the “Dealer ManagerManager Agreement”). The Company is offering an aggregate maximum of up to 500,000,000 Shares at a price of $10.00 per Share on a “best efforts” basis and up to 40,000,000 Shares issued pursuant to the Company’s distribution reinvestment plan at a price of $9.50 per Share (collectively, and UMB Bankthe “Offering”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with performing our obligations under the Dealer Manager Agreement, N.A.we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (each, a “Soliciting Dealer”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as escrow agentsuch, a national banking association organized to use your best efforts to solicit subscribers for Shares in accordance with the following terms and existing under the laws of the United States of America (the “Escrow Agent”).conditions:
Appears in 1 contract
Samples: Dealer Manager Agreement (Inland American Real Estate Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Selected Dealer pursuant to all the terms and conditions of the above Soliciting Selected Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of with FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. ☐ Broker-Dealer Only ☐ Dual Broker-Dealer and RIA ☐ Broker-Dealer with an affiliated RIA Dated: Name of Soliciting Selected Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows Email Address: Dated: Name of RIA (if different than checked above): (CRD Number: Authorized Signature Please type or print) print Name and Title Email Address: Name of FirmSelected Dealer: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into The following reflects the Distribution Fees as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), agreed upon between Inland Securities Corporation, a Delaware corporation Corporation (the “Dealer Manager”), ) and UMB Bank, N.A., the Selected Dealer named above (the Selected Dealer”) effective as escrow agent, a national banking association organized and existing under the laws of the United States effective date of America the Selected Dealer Agreement (the “Escrow AgentAgreement”) between the Dealer Manager and the Selected Dealer in connection with the offering of Units of IPC Alterative Real Estate Operating Partnership, LP (the “Operating Partnership”).
Appears in 1 contract
Samples: Selected Dealer Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer Selected RIA pursuant to all the terms and conditions of the above Soliciting Dealer Selected RIA Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member registered investment adviser in good standing of FINRA under the Act and represent that we will comply with the rules and regulations promulgated by FINRAthereunder. Dated: Name of Soliciting DealerSelected RIA: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Email Address: Name of FirmCustodian of Assets/Registered Broker-Dealer: Address StreetName of Selected RIA: City State and ZIP Code Share Class Election CHECK EACH APPLICABLE BOX BELOW IF THE SELECTED RIA ELECTS TO PARTICIPATE IN THE DISTRIBUTION OF THE LISTED SHARE CLASS ☐ Class D(advisory) N/A N/A 0.25% per annum of aggregate NAV of outstanding Class D Shares $2,500 ☐ Class I(institutional) N/A N/A N/A $1,000,000 (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 unless waived by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Selected Dealer pursuant to all the terms and conditions of the above Soliciting Selected Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of with FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. ☐ Broker-Dealer Only ☐ Dual Broker-Dealer and RIA ☐ Broker-Dealer with an affiliated RIA Dated: Name of Soliciting Selected Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows Email Address: Dated: Name of RIA (if different than checked above): (CRD Number: Authorized Signature Please type or print) print Name and Title Email Address: Name of FirmSelected Dealer: Address Street: City State The following reflects the Selling Commissions, Dealer Manager Fees and ZIP Code Stockholder Servicing Fees as agreed upon between Inland Securities Corporation (Area Codethe “Dealer Manager”) Telephone No. Attention: THIS ESCROW AGREEMENT and the Selected Dealer named above (this the Selected Dealer”) effective as of the effective date of the Selected Dealer Agreement (the “Agreement”) is made between the Dealer Manager and entered into as the Selected Dealer in connection with the offering of this day Shares of InPoint Commercial Real Estate Income, 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation Inc. (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer Selected RIA pursuant to all the terms and conditions of the above Soliciting Dealer Selected RIA Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member registered investment adviser in good standing of FINRA under the Act and represent that we will comply with the rules and regulations promulgated by FINRAthereunder. Dated: Name of Soliciting DealerSelected RIA: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Email Address: Name of FirmCustodian of Assets/Registered Broker-Dealer: Address StreetName of Selected RIA: City State and ZIP Code (Area CodeCHECK EACH APPLICABLE BOX BELOW IF THE SELECTED RIA ELECTS TO PARTICIPATE IN THE DISTRIBUTION OF THE LISTED UNIT CLASS ☐ Class D(advisory) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”0.25% per annum of aggregate NAV of outstanding Class D Units $200,000 ☐ Class I(institutional) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).None $200,000
Appears in 1 contract
Samples: Selected Ria Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Not a Separate Entity. Nothing contained herein contained shall constitute you, Inland Securities Corporation, you or the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and of our agreement, please kindly sign and return the attached duplicate of it to us, whereupon this Agreement. Your indicated acceptance thereof shall constitute instrument will become a binding agreement between you and usthe Company in accordance with its terms. Very truly yoursINLAND DIVERSIFIED REAL ESTATE TRUST, INLAND SECURITIES INC., A MARYLAND CORPORATION By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: DatePresident Accepted as of the date first above written: INLAND SECURITIES CORPORATION, A DELAWARE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President , Dear : We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of an agreement, 201 by which is a part hereof and among attached hereto, with Inland Residential Properties Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation under which we have agreed to use our best efforts to solicit subscriptions for shares of the Company’s common stock (the “Dealer ManagerManager Agreement”). The Company is offering an aggregate maximum of up to 500,000,000 Shares at a price of $10.00 per Share on a “best efforts” basis and up to 50,000,000 Shares issued pursuant to the Company’s distribution reinvestment plan at a price of $9.50 per Share (collectively, the “Offering”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with performing our obligations under the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Soliciting Dealer”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares in accordance with the following terms and conditions:
1. A registration statement (the “Registration Statement”) with respect to the Shares has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and UMB Bankhas become effective. The 550,000,000 Shares and the Offering are more particularly described in the Prospectus, N.A.which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared or approved by the Company for use in the Offering.
(a) You may undertake solicitation and other activities only in accordance with the Dealer Manager Agreement, this Soliciting Dealer Agreement (this “Agreement”), the Securities Act, the Securities Exchange Act of 1934, as escrow agentamended (the A-1
(a) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $70,000; or (b) a national banking association organized minimum net worth of at least $250,000 (excluding home, home furnishings and existing under automobiles); or (2) the laws of suitability standards set forth in the United States of America Subscription Agreement attached as Appendix C-1 to the Prospectus (the “Escrow AgentSubscription Agreement”) and the Prospectus for investors residing in certain states. You shall maintain, for at least six years, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation from the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made satisfied the suitability standards.
(b) If the investor is a resident of California, you shall have reasonable grounds to believe the person satisfies the higher of the following suitability standards: (i) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $100,000; or (ii) a minimum net worth of at least $250,000 (excluding home, home furnishings and automobiles);
(c) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, if the investor is a resident of California, Kentucky, Massachusetts, Missouri, Oregon, Pennsylvania or Tennessee, the investor’s investment in the Shares may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets;
(d) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, if the investor is a resident of Alabama, Iowa, Michigan or Ohio, the investor’s investment in the Shares and the common stock of other real estate programs sponsored by Inland Real Estate Investment Corporation may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets. For these purposes, “other real estate programs sponsored by Inland Real Estate Investment Corporation” means Inland American Real Estate Trust, Inc. and Inland Western Retail Real Estate Trust, Inc., but does not include Inland Real Estate Corporation;
(e) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, the Office of the Kansas Securities Commissioner recommends that an investor’s aggregate investment in the Shares and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities;
(f) You shall: (i) deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his or her Subscription Agreement; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of ninety (90) days after the first date upon which the Shares were offered to the public; (iii) deliver, in accordance with applicable law or as prescribed by any state securities administrator, to any person a copy of any prescribed document included within the Registration Statement; and (iv) maintain in your files for at least six years, documents disclosing the basis upon which you determined the suitability of each purchaser of Shares. If you intend to electronically deliver the Prospectus to any person, you shall comply with all requirements promulgated by the Commission for electronic delivery.
(a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a selling commission equal to seven percent (7.0%) of the price paid per Share for all Shares sold (except for Special Sales (as defined below)) on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Any selling commission earned by you shall be payable to you by us solely from the proceeds of selling commissions paid to us by the Company for the sale of its Shares, and will not be paid until any and all commissions payable by the Company to us have been received by us.
(b) Notwithstanding the provisions set forth above, with respect to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000 through you as Soliciting Dealer, we shall pay your selling commissions in accordance with the following schedule: A-3 1% $ 250,000 $499,999 6% 2% $500,000 $999,999 5% 3% $1,000,000 $2,499,999 4% 4% $ 2,500,000 $4,999,999 3% 5% $ 5,000,000 $9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional Shares. Selling commissions will not be paid on any Shares in respect of a volume discount.
(i) To the extent reasonably practicable, you shall combine purchases for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount; provided that all combined purchases are made through you and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering by the same purchaser with other subscriptions in the Offering for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor and shall advise the investor accordingly. The investor must xxxx the “Additional Investment” space on the Subscription Agreement signature page and provide a Letter of Instruction to identify the accounts to be combined in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to xxxx the “Additional Investment” space and provide a Letter of Instruction.
(ii) In the case of subsequent investments or combined investments, a volume discount will be given only on the portion of the subsequent or combined investment that caused the investment to exceed the breakpoint. For example, a person investing $50,000 who previously invested $240,000 may combine these amounts to reach the $250,000 breakpoint entitling the person to a lower sales commission on the $50,000 investment. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined A-4 purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases.
(d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. This restriction may limit the amount of the volume discount after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of combining purchases.
(e) You also may receive (i) a marketing contribution in an amount equal to a maximum of one and one-half percent (1.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder and (ii) a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence expenses in an amount not to exceed one-half percent (0.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder, which may be reimbursed, in the Company’s sole discretion, from amounts paid as the Marketing Contribution or from Issuer Costs (as defined in Section 6 of the Dealer Manager Agreement). We may advance to you certain marketing expenses for items such as Soliciting Dealer conferences. Any such advances incurred by you will be later deducted from any marketing contribution that may otherwise be paid to you. You may reallow all or any portion of the marketing contribution to any of your registered representatives to the extent permitted under applicable law and regulations including federal and state securities laws, any rules or regulations thereunder and the rules and regulations of FINRA.
(f) No selling commission or marketing contribution shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates. You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the rules of FINRA, specifically including, but not in any way limited to, FINRA Rule 5130 therein.
Appears in 1 contract
Samples: Dealer Manager Agreement (Inland Diversified Real Estate Trust, Inc.)
Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers Offering Participants or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer Selected RIA pursuant to all the terms and conditions of the above Soliciting Dealer Selected RIA Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member registered investment adviser in good standing of FINRA under the Act and represent that we will comply with the rules and regulations promulgated by FINRAthereunder. Dated: Name of Soliciting DealerSelected RIA: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Email Address: Name of FirmCustodian of Assets/Registered Broker-Dealer: Address StreetName of Selected RIA: City State CHECK EACH APPLICABLE BOX BELOW IF THE SELECTED RIA ELECTS TO PARTICIPATE IN THE DISTRIBUTION OF THE LISTED SHARE CLASS ☐ Class D (advisory) N/A N/A 0.25% per annum of aggregate NAV of outstanding Class D Shares $2,500 ☐ Class I (institutional) N/A N/A N/A $1,000,000 (unless waived by the Dealer Manager or by management, friends and ZIP Code family (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (defined in the “Company”Prospectus), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
Appears in 1 contract
Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)