Common use of OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS Clause in Contracts

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI Fund 25 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the Fund. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As compensation for the services rendered by the Dealer-Manager and as reimbursement for any expenses incurred by Dealer-Manager, the Fund shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund equal to 10% of the Gross Proceeds from sale of Units. (b) The Fund will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Manager to the extent such expenses do not exceed 1/2 of one percent (.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund have been accepted by the Fund. The Fund and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI --AEI Fund 25 24 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the Fund. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As compensation for the services rendered by the Dealer-Manager Manager, and as reimbursement for any expenses incurred by Dealer-Manager, the Fund shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the and/or any Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund Fund, equal to 10% of the Gross Proceeds from of sale of Units. (b) The Fund will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Dealer-Manager to the extent such expenses do not exceed 1/2 of one percent (.50.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund have been accepted by the Fund. The Fund and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund Company hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 10,000,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund Company and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI Fund 25 --AEI Company 26 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the FundCompany. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As Except as provided in the "Plan of Distribution" section of the Prospectus, as compensation for the services rendered by the Dealer-Manager and as reimbursement for any expenses incurred by Dealer-Manager, the Fund Company shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund Company equal to 109.5% of the Gross Proceeds Public Offering Price from sale of Units. As set forth in the "Plan of Distribution" section of the Prospectus, the Company may place Units directly at the Public Offering Price to the general investing public, at the Public Offering Price net of commissions to NASD registered representatives or affiliated registered investment advisors, or at the net offering price in accordance with the deferred commission option when elected by purchasers subject to the terms and conditions stated in the Prospectus; provided, however, that in each such case, the Company shall pay the Dealer Manager a nonaccountable expense allowance and commission equal to 3.0% of the Public Offering Price and in the case of the deferred commission option, shall initially pay an additional commission equal to 1.5% of the Public Offering Price upon subscription (or when required pursuant subsection 3.3(c)). (b) The Fund Company will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Dealer-Manager to the extent such expenses do not exceed 1/2 of one percent (.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund Company will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund minimum units have been accepted by and transferred from escrow to the FundCompany, in accordance with the terms of the Impoundment Agreement (Exhibit 10 to the Registration Statement). The Fund Company and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 24,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Dealer- Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be -3- the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Dealer- Manager. All checks shall be made payable to "Fidelity Bank AEI Fund 25 --AEI Real Estate Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the Fund. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As compensation for the services rendered by the Dealer-Manager and as reimbursement for any expenses incurred by Dealer-Manager, the Fund shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-non- accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the Dealers with whom such Dealer-Dealer- Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund equal to 10% of the Gross Proceeds from sale of Units. (b) The Fund will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Manager to the extent such expenses do not exceed 1/2 of one percent (.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund have been accepted by the Fund. The Fund and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 24,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI --AEI Fund 25 24 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the Fund. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As compensation for the services rendered by the Dealer-Manager Manager, and as reimbursement for any expenses incurred by Dealer-Manager, the Fund shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the and/or any Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund Fund, equal to 10% of the Gross Proceeds from of sale of Units. (b) The Fund will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Dealer-Manager to the extent such expenses do not exceed 1/2 of one percent (.50.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund have been accepted by the Fund. The Fund and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI --AEI Fund 25 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the Fund. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As compensation for the services rendered by the Dealer-Manager and as reimbursement for any expenses incurred by Dealer-Manager, the Fund shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund equal to 10% of the Gross Proceeds from sale of Units. (b) The Fund will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Manager to the extent such expenses do not exceed 1/2 of one percent (.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable expense reimbursement or amounts whatsoever with respect to the Fund will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund minimum units have been accepted by and transferred from escrow to the Fund, in accordance with the terms of the Impoundment Agreement (Exhibit 10 to the Registration Statement). The Fund and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.

OBLIGATIONS AND COMPENSATION OF DEALER-MANAGERS. 3.1 The Fund Company hereby appoints the Dealer-Manager as its agent and principal distributor for the purposes of selling for cash up to 50,000 10,000,000 Units through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. ("NASD"). The Dealer-Manager may also sell Units for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer-Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. The Dealer-Manager represents to the Fund Company and the Managers that it is a member of the NASD and that it and its employees and representatives have all the required licenses, registrations and approvals necessary to act under this Agreement. 3.2 Promptly after the effective date of the Registration Statement, the Dealer-Manager and the Dealers shall commence the offering of the Units for cash to the public in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer-Manager shall be the processing broker-dealer responsible for handling, processing and documentation of investor funds. The Dealer-Manager agrees that it will cause each Dealer with whom it executes a Dealer Agreement to transmit all checks received from investors for Units, together with a subscription agreement in the form attached to the Prospectus as Exhibit D properly completed by the investor and the investor's registered representative and all other investor documentation, to the Dealer-Manager by noon of the business day following receipt. The Dealer-Manager shall transmit to Fidelity Bank, Edina, Minnesota, each prospective investor's check in payment of Units by noon of the second business day following receipt by the Dealer-Manager. All checks shall be made payable to "Fidelity Bank AEI Fund 25 --AEI Company 26 Escrow," and if the Dealer-Manager receives checks made payable to any other person or entity it shall promptly return such checks to the investor. All subscriptions shall be subject to acceptance by the Managers on behalf of the FundCompany. No subscription agreement will be accepted unless the broker's representation contained therein has been duly completed by the registered representative soliciting such subscription. The Dealer-Manager and the Dealers will suspend or terminate offering of the Units upon request of the Managers at any time and will resume offering the Units upon subsequent request of the Managers. (a) As Except as provided in the "Plan of Distribution" section of the Prospectus, as compensation for the services rendered by the Dealer-Manager and as reimbursement for any expenses incurred by Dealer-Manager, the Fund Company shall pay to the Dealer-Manager from the gross proceeds of the offering, a selling commission and a non-accountable expense allowance from the gross proceeds of all Units sold by the Dealer-Manager, and the Dealers with whom such Dealer-Manager has executed a Dealer Agreement, and accepted and confirmed by the Fund Company equal to 1010.0% of the Gross Proceeds Public Offering Price from sale of Units. As set forth in the "Plan of Distribution" section of the Prospectus, the Company may place Units directly at the Public Offering Price to the general investing public, at the Public Offering Price net of commissions to NASD registered representatives or affiliated registered investment advisors, or at the net offering price in accordance with the deferred commission option when elected by purchasers subject to the terms and conditions stated in the Prospectus; provided, however, that in each such case, the Company shall pay the Dealer Manager a nonaccountable expense allowance equal to 3.5% of the Public Offering Price. (b) The Fund Company will reimburse the Dealer-Manager for the bona fide due diligence expenses of Dealers charged to the Dealer- Dealer-Manager to the extent such expenses do not exceed 1/2 of one percent (.5%) of the Gross Proceeds from sale of Units. (c) Notwithstanding the foregoing, no commission payments, due diligence expense reimbursement or accountable nonaccountable expense reimbursement or amounts whatsoever with respect to the Fund Company will be paid or owing to the Dealer-Manager under this Section 3.3 unless and until subscriptions for 1,500 Units in the Fund minimum units have been accepted by and transferred from escrow to the FundCompany, in accordance with the terms of the Impoundment Agreement (Exhibit 10 to the Registration Statement). The Fund Company and the Managers will not be liable or responsible to any Dealer for direct payment of commissions to such Dealer, it being the sole and exclusive responsibility of the Dealer-Manager for payment of commissions to such Dealers.