Exhibit 1.2
GLOBAL EXPRESS CAPITAL REAL ESTATE
INVESTMENT FUND I, LLC
UNITS
$50,000,000 (Maximum)
$1,500,000 (Minimum)
[FORM OF]
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
GLOBAL EXPRESS SECURITIES, INC., as the lead underwriter
("Underwriter") for GLOBAL EXPRESS CAPITAL REAL ESTATE INVESTMENT FUND I,
LLC, a Nevada limited liability company (the "Fund") of which CONREX
INTERNATIONAL FINANCIAL, INC. D/B/A GLOBAL EXPRESS CAPITAL MORTGAGE, a Nevada
corporation is the Manager (the "Manager"), invites you (the "Dealer") to
participate in the distribution of Units of limited liability company
interests in the Fund ("Units") subject to the following terms of this
Selected Dealer Agreement ("Agreement"):
I. Underwriter Agreement
The Underwriter has entered into an agreement with the Fund and the
Manager called the Underwriting Agreement dated July __, 2001, in the form to
which this Agreement is attached as Exhibit A. By your acceptance of this
Agreement, you will become one of the Dealers referred to in such Underwriting
Agreement between the Fund, the Manager and the Underwriter, you agree to
become subject to all terms and conditions of the Underwriting Agreement,
which is incorporated herein by this reference, and will be entitled and
subject to the indemnification provisions contained in such Underwriting
Agreement, including the provisions of such Underwriting Agreement (Section 4)
wherein the Dealers severally agree to indemnify and hold harmless the Fund,
the Manager and Underwriter and each officer and director thereof, and each
person, if any, who controls the Fund, the Manager and Underwriter within the
meaning of the Securities Act of 1933. Except as otherwise specifically
stated herein, all terms used in this Agreement have the meanings provided in
the Underwriting Agreement. The Units are offered solely through
broker-dealers who are members of the National Association of Securities
Dealers, LLC ("NASD").
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Dealer hereby agrees to use its best efforts to sell the Units for
cash on the terms and conditions stated in the Prospectus. Nothing in this
Agreement shall be deemed or construed to make Dealer an employee, agent,
representative or partner of the Underwriter or of the Fund or the Manager,
and Dealer is not authorized to act for the Underwriter, the Fund or the
Manager or to make any representations on their behalf except as set forth in
the Prospectus and such other printed information furnished to Dealer by the
Underwriter or the Fund to supplement the Prospectus ("supplemental
information").
II. Submission of Subscription Agreements
Those persons who purchase Units will be instructed by the Dealer to
make their checks payable to "Bank of America, N.A., as Escrow Agent for
GLOBAL EXPRESS CAPITAL REAL ESTATE INVESTMENT FUND I, LLC," during the course
of the Minimum Offering and after the Minimum Offering has been achieved,
either to the Fund or the Escrow Agent as provided in the Bank Escrow
Agreement, Dealer hereby agrees to be bound by the terms of the Bank Escrow
Agreement executed as of July ___, 2001 by Bank of America, N.A., as escrow
agent, the Underwriter and the Fund, a copy of which Dealer hereby
acknowledges having received and which is enclosed. Any Dealer receiving a
check not conforming to the foregoing instructions shall return such check
directly to such subscriber not later than the end of the next business day
following its receipt. Checks received by the Dealer which conform to the
foregoing instructions shall be transmitted, together with a completed and
executed Subscription Agreement in the form that is Exhibit C to the
Prospectus, for deposit pursuant to one of the methods in this Article II.
Transmittal of received investor funds will be made in accordance with the
following procedures:
Where, pursuant to the Dealer's internal supervisory procedures,
internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks
will be transmitted in care of the Underwriter by the end of the
next business day following receipt by the Dealer for deposit to the
escrow agent, during the course of the Minimum Offering and after the
Minimum Offering has been achieved, either to the Fund or the Escrow
Agent as provided in the Bank Escrow Agreement.
Where, pursuant to the Dealer's internal supervisory procedures, final
and internal supervisory review is conducted at a different location,
checks will be transmitted by the end of the next business day
following receipt by the Dealer to the office of the Dealer conducting
such final internal supervisory review (the "Final Review Office"). The
Final Review Office will in turn by the end of the next business day
following receipt by the Final Review Office, transmit such checks for
deposit to the escrow agent during the course of the Minimum Offering
and after the Minimum Offering has been achieved, either to the Fund or
the Escrow Agent as provided in the Bank Escrow Agreement.
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III. Pricing
Units will only be issued in denominations that are multiples of
$1,000. The Units are nonassessable, and investors will not be required to
contribute further sums to the capital of the Fund. Dealer hereby agrees to
place any order for the full purchase price.
IV. Dealers' Commissions
The Dealer's compensation for the offering and sale of Units will be
sales commissions of up to three and one half percent (3.5%), marketing
incentive fees of up to one half of one percent (0.5%) and reimbursement of
accountable expenses of up to one-half of one percent (0.5%) of gross
proceeds of the offering. For these purposes, a "sale of Units" shall occur
if and only if a transaction has closed with a purchaser of Units pursuant to
all applicable offering and subscription documents and the Fund has
thereafter distributed the commission to the Underwriter in connection with
such transaction. The Dealer hereby waives any and all rights to receive
payment of commissions due until such time as the Underwriter is in receipt
of the commission from the Fund. The Dealer affirms that the Underwriter's
liability for commissions payable is limited solely to the proceeds of
commissions receivable associated therewith.
V. Payment
Payments of selling commissions will be made by the Underwriter to
Dealer within 30 days of the receipt by the Underwriter of the gross
commission payments from the Fund.
VI. Right to Reject Order or Cancel Sales
All orders, whether initial or additional, are subject to acceptance
by and shall only become effective upon confirmation by the Manager; the Fund
and the Manager reserve the right to reject any order in whole or in part.
Orders not accompanied by a Subscription Agreement and Signature page and the
required check payment for the Units may be rejected. Issuance and delivery
of the certificates for the Units will be made only after actual receipt of
payment therefor. Subject to the otherwise applicable terms of the Bank
Escrow Agreement, if any check is not paid upon presentment, or if the Fund
is not in actual receipt of clearinghouse funds or cash, certified or
cashier's check or the equivalent in payment for the Units within 15 days of
sale, the Fund reserves the right to cancel the sale without notice. If an
order is rejected,
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cancelled or rescinded for any reason, the Dealer agrees to return to the
Underwriter any commission theretofore paid with respect to such order.
VII. Prospectus and Supplemental Information
Dealer is not authorized or permitted to give and will not give, any
information or make any representation concerning the Units except as set
forth in the Prospectus and supplemental information. The Underwriter will
supply Dealer with reasonable quantities of the Prospectus, any supplements
thereto and any amended Prospectus, as well as any supplemental information,
for delivery to investors, and Dealer will deliver a copy of the Prospectus
and all supplements thereto and any amended Prospectus to each investor to
whom an offer is made prior to or simultaneously with the first solicitation
of an offer to sell the Units to an investor. The Dealer agrees that it will
not send or give any supplements thereto and any amended Prospectus to that
investor unless it has previously sent or given a Prospectus and all
supplements thereto and any amended Prospectus to the investor or has
simultaneously sent or given a Prospectus and all supplements thereto and any
amended Prospectus with such supplemental information. Dealer agrees that it
will not show or give to any investor or reproduce any material or writing
which is supplied to it by the Underwriter and marked "dealer only " or
otherwise bearing a legend denoting that it is not to be used with respect to
members of the public. Dealer further agrees that it will not use in
connection with the offer or sale of Units any materials or writings which
have not been previously approved by the Underwriter. Each Dealer agrees, if
the Underwriter so requests, to furnish a copy of any revised preliminary
Prospectus to each person to whom it has furnished a copy of any previous
preliminary Prospectus, and further agrees that it will itself mail or
otherwise deliver all preliminary and final Prospectuses required for
compliance with the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934. Regardless of the termination of this Selected Dealer Agreement,
Dealer will deliver a Prospectus in transactions in the Units for a period of
90 days from the effective date of the Registration Statement or such longer
period as may be required by the Securities Exchange Act of 1934. On becoming
a Dealer, and in offering and selling Units, Dealer agrees to comply with all
the applicable requirements under the Securities Act of 1933 and the
Securities Exchange Act of 1934, including, without limitation, the
provisions of Rule 15c2-4 of the Securities and Exchange Commission.
Notwithstanding the termination of this Agreement or the payment of any
amount to Dealer, Dealer agrees to pay Dealer's proportionate share of any
claim, demand or liability asserted against Dealer and the other Dealers on
the basis that Dealers or any of them constitute an association,
unincorporated business or other separate entity, including in each case
Dealer's proportionate share of any expenses incurred in defending against
any such claim, demand or liability.
VIII. License and Association Membership
Dealer's acceptance of this Agreement constitutes a representation
to the Fund, the Manager and Underwriter that Dealer is a properly registered
or licensed broker-dealer, duly authorized to sell Units under Federal and
state securities laws and regulations and in all
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states where it offers or sells Units, and that it is a member in good
standing of the NASD. This Agreement shall automatically terminate if the
Dealer ceases to be a member in good standing of to NASD, or in the case of a
foreign dealer, so to conform. Dealer agrees to notify the Underwriter
immediately if Dealer ceases to be a member in good standing, or in the case
of a foreign dealer, so to conform. The Underwriter also hereby agrees to
abide by the Conduct Rules of the NASD.
IX. Limitation of Offer
Dealer will offer Units only to persons who meet the financial
qualifications set forth in the Prospectus or in any suitability letter or
memorandum sent to it by the Fund or Underwriter and will only make offers to
persons in the states in which it is advised in writing that the Units are
qualified for sale or that such qualification is not required. Underwriter
will not assume any obligation or responsibility as to the right of Dealer to
sell the Units in any jurisdiction. In offering Units, Dealer will comply with
the provisions of Rule 2810(b)(1), (2) and (3) of the NASD Conduct Rules set
forth in the NASD Manual, attached hereto as Attachment No. 1, as well as all
other applicable rules and regulations relating to suitability of investors,
including without limitation, the provisions of Article III.B. and C. of the
Statement of Policy Regarding Mortgage Programs of the North American
Securities Administrators Association, Inc. Dealer shall provide such
certification as Underwriter may reasonably request regarding its compliance
with applicable law.
X. Termination
Dealer will suspend or terminate its offer and sale of Units upon
the request of the Fund or the Underwriter at any time and will resume its
offer and sale of Units hereunder upon subsequent request of the Fund or the
Underwriter. Dealer shall not in any event sell Units after two years after
the effective date of the registration statement covering the Units. Any
party may terminate this Agreement by written notice. Such termination shall
be effective 48 hours after the mailing of such notice. This Agreement is the
entire agreement of the parties and supersedes all prior agreement, if any,
between the parties hereto.
This Agreement may be amended at any time by the Underwriter by
written notice to the Dealer, and any such amendment shall be deemed accepted
by Dealer upon placing an order for sale of Units after he has received such
notice.
XI. Notice
All notices will be in writing and will be duly given to the
Underwriter when mailed to 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxx 00000, and to Dealer when mailed to the address specified by Dealer
herein.
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XII. Attorney's Fees and Applicable Law
In any action to enforce the provisions of this Agreement or to secure
damages for its breach, the prevailing party shall recover its costs and
reasonable attorney's fees. This Selected Dealer Agreement shall be construed
under the laws of the State of Nevada and shall take effect when signed by
Dealer and countersigned by the Underwriter.
THE UNDERWRITER
GLOBAL EXPRESS SECURITIES, INC.
Attest:
By:____________________________ By:_____________________________
Name:__________________________ ,President
Title:
We have read the foregoing Selected Dealer Agreement and we hereby
accept and agree to the terms and conditions therein set forth. We hereby
represent that the list below of jurisdictions in which we are registered or
licensed as a broker or dealer and are fully authorized to sell securities is
true and correct, and we agree to advise you of any change in such list during
the term of this Selected Dealer Agreement.
1. Identity of Dealer:
Name:___________________________________________________________________________
Type of entity:_________________________________________________________________
(to be completed by Dealer) (corporation, partnership or
proprietorship)
Organized in the State of:______________________________________________________
(to be completed by Dealer) (State)
Licensed as broker-dealer in the following states:
________________________________________________________________________________
(to be completed by Dealer)
Tax I.D. #:____________________________
2. Person to receive notice pursuant to Section XI.
Name:______________________________________________________
Fund:______________________________________________________
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Xxxxxxx:____________________________________________________
Xxxx, Xxxxx and Zip Code:___________________________________
Telephone No.: (___)________________________________________
AGREED TO AND ACCEPTED BY THE DEALER:
_____________________________________________________________
(Dealer's Firm Name)
By:__________________________________________________________
Signature
Title:_______________________________________________________
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ATTACHMENT NO. 1
NASD CONDUCT RULES
RULE 2810 - DIRECT PARTICIPATION PROGRAMS
(b) Requirements
(1)Application no member or person associated with a member shall
participate in a public offering or a direct participation program or a
limited partnership rollup transaction except in accordance with this
paragraph (b).
(2)Suitability
(A) A member or person associated with a number shall not
underwrite or participate in a public offering of a direct
participation program unless standards of suitability have
been established by the program for participants therein and
such standards are fully disclosed in the prospectus and are
consistent with the provisions of subparagraph (B) of this
section.
(B) In recommending to a participant the purchase, sale or
exchange of an interest in a direct participation program, a
member or person associated with a member shall:
(i) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning
his investment objectives, other investments,
financial situation and needs, and any other
information known by the member or associated person,
that:
(a) the participant is or will be in a financial
position appropriate to enable him to
realize to a significant extent the benefits
described in the prospectus, including the
tax benefits where they are a significant
aspect of the program;
(b) the participant has a fair market net worth
sufficient to sustain the risks inherent in
the program, including loss of investment
and lack of liquidity; and
(c) the program is otherwise suitable for the
participant; and
(ii) maintain in the files of the member documents
disclosing the basis upon which the determination of
suitability was reached as to each participant.
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(C) Notwithstanding the provisions of subparagraph (A) and (B)
hereof, no member shall execute any transaction in a direct
participation program in a discretionary account without prior
written approval of the transaction by the customer.
(D) Subsections 3(A) and 3(B) shall not apply to:
(i) a secondary public offering of or a secondary market
transaction in a unit, depository receipt, or other
interest in a direct participation program for which
quotations are displayed are displayed on NASDAQ or
which is listed on a registered national securities
exchanges, or
(ii) an initial public offering of a unit, depository
receipt or other interest in a direct participation
program for which an application for inclusion on
NASDAQ or listing on a registered national securities
exchange has been approved by NASDAQ or such exchange
and the applicant makes a good faith representation
that it believes such inclusion on NASDAQ or listing
on an exchange will occur within a reasonable period
of time following the formation of the program.
(3) Disclosure
(A) Prior to participating in a public offering of a
direct participation program, a member or person
associated with a member shall have reasonable
grounds to believe, based on information made
available to him by the sponsor through a prospectus
or other materials, that all material facts are
adequately and accurately disclosed and provide a
basis for evaluating the program.
(B) In determining the adequacy of disclosed facts
pursuant to subparagraph (A) hereof, a member or
person associated with a member shall obtain
information on material facts relating at a minimum
to the following, if relevant in view of the nature
of the program.
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) financial stability and experience of the
sponsor;
(v) the program's conflicts and risk factors;
and
(vi) appraisals and other pertinent reports.
(C) For purposes of subsections (A) or (B) hereof, a
member or person associated with a member may rely
upon the results of an inquiry conducted by another
member or members, provided that:
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(i) the member or person associated with a
member has reasonable grounds to believe
that such inquiry was conducted with due
care;
(ii) the results of the inquiry were provided to
the member or person associated with a
member with the consent of the member or
members conducting or directing the inquiry;
and
(iii) no member that participated in the inquiry
is a sponsor of the program or an affiliate
of such sponsor.
(D) Prior to executing a purchase transaction in a direct
participation program, a member or person associated with a
member shall inform the prospective participant of all
pertinent facts relating to the liquidity and marketability of
the program during the term of the investment; provided,
however, that this subparagraph (b) shall not apply to an
initial or secondary public offering of or a secondary market
transaction in a unit, depositary receipt or other interest in
a direct participation program which complies with
subparagraph 2(D).
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