Exhibit 1.2
GLOBAL EXPRESS CAPITAL REAL ESTATE
INVESTMENT FUND I, LLC
MORTGAGE PASS-THROUGH CERTIFICATES
Series A, B, C, and D
$25,000,000 (Maximum)
$1,000,000 (Minimum)
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
GLOBAL EXPRESS SECURITIES, INC., as the dealer manager ("Dealer
Manager") 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 Mortgage Pass Through Certificates of limited liability company
interests in the Fund ("Certificates") subject to the following terms of this
Selected Dealer Agreement ("Agreement"):
I. Dealer Manager Agreement
The Dealer Manager has entered into an agreement with the Fund and the
Manager called the Dealer Manager Agreement dated February __, 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 Dealer Manager
Agreement between the Fund, the Manager and the Dealer Manager, you agree to
become subject to all terms and conditions of the Dealer Manager Agreement,
which is incorporated herein by this reference, and will be entitled and subject
to the indemnification provisions contained in such Dealer Manager Agreement,
including the provisions of such Dealer Manager Agreement (Section 4) wherein
the Dealers severally agree to indemnify and hold harmless the Fund, the Manager
and Dealer Manager and each officer and director thereof, and each person, if
any, who controls the Fund, the Manager and Dealer Manager 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 Dealer Manger
Agreement. The Certificates are offered solely through broker-dealers who are
members of the National Association of Securities Dealers, Inc. ("NASD").
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Dealer hereby agrees to use its best efforts to sell the Certificates
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 Dealer Manager or of the Fund or the Manager,
and Dealer is not authorized to act for the Dealer Manager, 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
Dealer Manager or the Fund to supplement the Prospectus ("supplemental
information").
II. Submission of Subscription Agreements
Those persons who purchase Certificates will be instructed by the
Dealer to make their checks payable to "____________________, 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 ___________________, 2000 by ____________________, as escrow
agent, the Dealer Manager 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 B 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 Dealer Manager 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
Certificates in an amount greater than or equal to $100,000 will be
designated Series A Mortgage Pass-Through Certificates; Certificates in an
amount greater than or equal to $25,000 but less than $100,000 will be
designated Series B Mortgage Pass-Through Certificates; Certificates in an
amount greater than or equal to $10,000 but less than $25,000 will be designated
Series C Mortgage Pass-Through Certificates; and Certificates in an amount
greater than or equal to $2,000 but less than $10,000 will be designated Series
D Mortgage Pass- Through Certificates. Certificates will only be issued in
denominations that are multiples of $1,000. The Certificates 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 Certificates
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 Certificates" shall occur if and
only if a transaction has closed with a purchaser of Certificates pursuant to
all applicable offering and subscription documents and the Fund has thereafter
distributed the commission to the Dealer Manager in connection with such
transaction. The Dealer hereby waives any and all rights to receive payment of
commissions due until such time as the Dealer Manager is in receipt of the
commission from the Fund. The Dealer affirms that the Dealer Manager'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 Dealer Manager to
Dealer within 30 days of the receipt by the Dealer Manager 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 Certificates may be rejected. Issuance and delivery of the
certificates for the Certificates 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 Certificates 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 Dealer
Manager 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 Certificates except as set
forth in the Prospectus and supplemental information. The Dealer Manager 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 Certificates 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
Dealer Manager 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 Certificates
any materials or writings which have not been previously approved by the Dealer
Manager. Each Dealer agrees, if the Dealer Manger 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 Certificates 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 Certificates, 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' 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 Dealer Manager that Dealer is a properly registered or
licensed broker-dealer, duly authorized to sell Certificates under Federal and
state securities laws and regulations and in all
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states where it offers or sells Certificates, 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. Xxxxxx agrees to notify the Dealer Manager immediately if
Dealer ceases to be a member in good standing, or in the case of a foreign
dealer, so to conform. The Dealer Manager also xxxxxx agrees to abide by the
Conduct Rules of the NASD.
IX. Limitation of Offer
Dealer will offer Certificates 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 Dealer Manager and will only make offers to
persons in the states in which it is advised in writing that the Certificates
are qualified for sale or that such qualification is not required. Dealer
Manager will not assume any obligation or responsibility as to the right of
Dealer to sell the Certificates in any jurisdiction. In offering Certificates,
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 Dealer Manager may reasonably request regarding
its compliance with applicable law.
X. Termination
Dealer will suspend or terminate its offer and sale of Certificates
upon the request of the Fund or the Dealer Manager at any time and will resume
its offer and sale of Certificates hereunder upon subsequent request of the Fund
or the Dealer Manager. Dealer shall not in any event sell Certificates after two
years after the effective date of the registration statement covering the
Certificates. 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 Dealer Manager by
written notice to the Dealer, and any such amendment shall be deemed accepted by
Dealer upon placing an order for sale of Certificates after he has received such
notice.
XI. Notice
All notices will be in writing and will be duly given to the Dealer
Manager 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 Dealer Manager.
THE DEALER MANAGER
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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Address:____________________________________________________
City, State 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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