EXHIBIT 1.1
AEI INCOME & GROWTH FUND 27 LLC
DEALER-MANAGER AGREEMENT
AEI Securities, Inc.
0000 Xxxxx Xxxxx Xxxxx
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Dear Sir/Madam:
AEI Income & Growth Fund 27 LLC, a Delaware limited
liability company (the "Company") for which AEI Fund Management
XXI, Inc. ("AFM") and Xxxxxx X. Xxxxxxx, are managing members
(the "Managers") proposes to issue and sell up to $100,000,000
aggregate principal amount of units of limited liability company
interest (the "Units"). Such Units are to be sold for cash for
$10.00 each (the "Public Offering Price") and the minimum
purchase by any one person shall be five hundred Units ($5,000).
In connection therewith, the Company hereby agrees with you (the
"Dealer-Manager") as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Dealer-Manager
and each dealer with whom the Dealer-Manager has entered into, or
will enter into, a Dealer Agreement in the form attached as
Exhibit A to this Agreement (said dealers being hereinafter
called the "Dealers"), that:
1.1 A registration statement (File No. _____) with respect
to the Company has been prepared by the Managers in accordance
with applicable requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and the applicable rules and
regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") thereunder, covering the Units.
The registration statement, which includes a preliminary
prospectus, was filed with the SEC on _____, 2007. Copies of such
registration statement and each amendment thereto, and copies of
each preliminary prospectus included in such registration
statement and each such amendment, have been or will be delivered
to the Dealer-Manager. (The registration statement and the
prospectus included therein at such date as finally amended and
revised at the effective date of the registration statement are
hereinafter referred to, respectively, as the "Registration
Statement" and the "Prospectus," except that if the prospectus
first filed by the Company pursuant to Rule 424(b) under the
Securities Act shall differ from the Prospectus, the term
"Prospectus" shall also include the prospectus filed pursuant to
Rule 424(b)).
1.2 AFM has been duly incorporated and validly exists as a
corporation in good standing under the laws of the State of
Minnesota with corporate power and authority to own its
properties and conduct its business as described in the
Prospectus. The authorized and outstanding capital stock and the
financial position of AFM is as set forth in the Prospectus as of
the dates stated therein, and there has been no material adverse
change therein since such dates.
1.3 The Company has been duly and validly organized and
formed as a limited liability company under the Delaware Limited
Liability Company Act. The Company intends to use the funds
received from the sale of the Units as set forth in the
Prospectus.
1.4 The Registration Statement and Prospectus comply or
will comply with the Securities Act and the Rules and Regulations
and do not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements
therein not misleading; provided however, that the foregoing
provisions of this Section 1.4 do not extend to such statements
contained in or omitted from the Registration Statement or
Prospectus as are primarily within the knowledge of the Dealer-
Manager or any of the Dealers and are based upon information
furnished by the Dealer-Manager in writing to the Managers
specifically for inclusion therein.
1.5 No consent, approval, authorization or other order of
any governmental authority is required in connection with the
execution or delivery by the Managers of this Agreement or the
issuance and sale by the Company of the Units, except such as may
be required under the Securities Act or state securities laws.
1.6 There are no actions, suits or proceedings pending, or
to the knowledge of the Managers threatened, against the Company
or the Managers or any of their property, at law or in equity or
before or by any federal or state commission, regulatory body or
administrative agency or other governmental body, domestic or
foreign, which will have a material adverse effect on the
business or property of the Company or the Managers.
1.7 The execution and delivery of this Agreement, the
consummation of the transactions herein contemplated and
compliance with the terms of this Agreement by the Company
through its Managers will not conflict with, or constitute a
default under, any charter, bylaw, indenture, mortgage, deed of
trust, lease or rule or regulation, writ, injunction or decree of
any government, governmental instrumentality or court, domestic
or foreign, having jurisdiction over the Company or the Managers,
or any of their property, except to the extent that the
enforceability of the indemnity or contribution provisions
contained in Section 4 of this Agreement may be limited under
applicable securities laws.
1.8 The Company has full legal right, power and authority
to enter into this Agreement and to perform the transactions
contemplated hereby, except to the extent that the enforceability
of the indemnity or contribution provisions contained in Section
4 of this Agreement may be limited under applicable securities
laws.
1.9 At the time of the issuance of the Units, the Units
will have been duly authorized and validly issued, and upon
payment therefor, will be fully paid and non assessable, subject
to the requirement that the limited members not participate in
the management or control of the business of the Company, and
will conform to the description thereof contained in the
Prospectus.
1.10 The financial statements contained in the Registration
Statement and the Prospectus fairly present the financial
condition of the Company and AFM and the results of their
respective operations as of the dates and for the periods therein
specified; such financial statements have been prepared in
accordance with generally accepted principles of accounting
consistently maintained throughout the period involved; and
Boulay, Heutmaker, Xxxxxx & Co. P.L.L.P. who have rendered an
opinion on certain of such financial statements, are independent
public accountants within the meaning of the Securities Act and
the Rules and Regulations.
2. COVENANTS OF THE COMPANY
The Company covenants and agrees with the Dealer-Manager
that:
2.1 It will, at no expense to the Dealer-Manager,furnish to
the Dealer-Manager such number of printed copies of the
Registration Statement, including all amendments and exhibits
thereto,as such Dealer-Manager may reasonably request. It will
similarly furnish to the Dealer-Manager,and others designated by
the Dealer-Manager,as many copies as it may reasonably request of
(i)the Prospectus in final form and of every form of supplemental
or amended prospectus, (ii) this Agreement, and (iii) any other
printed sales literature or other materials (provided that the
use of said sales literature and other materials has been first
approved for use by the Managers and all appropriate regulatory
agencies) which the Dealer-Manager may reasonably request in
connection with the offering of the Units.
2.2 It will furnish such proper information and execute and
file such documents as may be necessary to qualify the Units for
offer and sale under the "blue sky" laws of such jurisdictions as
the Dealer-Manager may reasonably designate and will file and
make in each year such statements and reports as may be required
under such laws. It will furnish to the Dealer-Manager, upon
request, a copy of all documents filed by the Company or the
Managers in connection with any such qualification.
2.3 It will: (i) use its best efforts to cause the
Registration Statement to become effective; (ii) furnish copies
of any proposed amendment or supplement of the Registration
Statement or Prospectus to the Dealer-Manager; (iii) file every
amendment or supplement to the Registration Statement or the
Prospectus that may be required by the SEC; and (iv) if at any
time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement, use their best
efforts to obtain the lifting of such order at the earliest
possible time.
2.4 If at any time when a prospectus relating to the Units
is required to be delivered under the Securities Act any event
occurs as a result of which, in the opinion of either the
Managers on behalf of the Company or the Dealer-Manager, the
Prospectus or any other prospectus then in effect would include
an untrue statement of a material fact or, in view of the
circumstances under which they were made, omit to state any
material fact necessary to make any statement therein not
misleading, they will promptly notify the Dealer-Manager thereof
(unless the information shall have been received from the Dealer-
Manager) and will effect the preparation of an amended or
supplemental prospectus which will correct such statement or
omission. The Company will then promptly prepare such amended or
supplemental prospectus or prospectuses as may be necessary to
comply with the requirements of Section 10 of the Securities Act.
2.5 It will (a) establish and maintain procedures
reasonably designed to ensure the security and privacy of all
information that constitutes nonpublic personal information
("Nonpublic Personal Information") under the Xxxxx-Xxxxx-Xxxxxx
Act or other federal and state privacy laws and the regulations
promulgated thereunder (collectively, "Privacy Laws") ; (b)
cooperate with the Dealer-Manager and Dealers and provide
reasonable assistance in ensuring the compliance of such Privacy
Laws to the extent applicable to any such party, and (c) not
disclose or use any Nonpublic Personal Information except as
required to carry out its duties under this Agreement or as
otherwise permitted by the Privacy Laws.
2.6 It will (a) comply with all applicable laws and
regulations designed to prevent, detect, and report money
laundering and suspicious transactions, including, without
limitation, applicable provisions of the Bank Secrecy Act, the
USA Patriot Act of 2001 and the regulations administered by the
U.S. Department of the Treasury's Office of Foreign Assets
Control ("Suspicious Activity Laws"), (b) take all necessary and
appropriate steps, consistent with applicable laws and
regulations, to obtain, verify, and retain information with
regard to client and/or account owner identification and source
of funds for its customers, (c) notify immediately the Dealer-
Manager and any Dealer whose customer is involved in the event
that it has reason to believe that any purchaser or prospective
purchaser of Units are engaged in money laundering activities or
are associated with any terrorist organization or other
individuals, entities or organizations sanctioned by the United
States.
3. OBLIGATIONS AND COMPENSATION OF DEALER-MANAGER
3.1 The Company hereby appoints the Dealer-Manager as its
agent and principal distributor for the purposes of selling for
cash up to 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 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 C 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 each prospective investor's check in payment of Units by
noon of the second business day following receipt by the Dealer-
Manager to Fidelity Bank, Edina, Minnesota. All checks shall be
made payable to "Fidelity Bank --AEI Fund 27 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 Company. 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.
3.3 (a) 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 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 Company equal to 10.0% of the
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 Company 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 nonaccountable expense
reimbursement or amounts whatsoever with respect to the Company
will be paid or owing to the Dealer-Manager under this Section
3.3 unless and until the minimum units have been accepted and
transferred from escrow to the Company, in accordance with the
terms of the Impoundment Agreement (Exhibit 10 to the
Registration Statement). The 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.
3.4 The Dealer-Manager represents and warrants to the
Company, the Managers, and each person and firm which signs the
Registration Statement, that the information under the caption
"Plan of Distribution" in the Prospectus and all other
information furnished to the Managers by the Dealer-Manager in
writing expressly for the use in the Registration Statement, any
preliminary prospectus, the Prospectus, or any amendment or
supplement thereto, does not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading.
3.5 The Dealer-Manager represents that it has reasonable
grounds to believe, based on information obtained from the
Company and the Managers through the Prospectus or other
materials, that all material facts relating to a sale of the
Units (including facts relating to the items set forth in Section
(b)(3) of NASD Rule 2810) are adequately and accurately disclosed
and provide a basis for evaluating an investment in the Company.
3.6 The Dealer-Manager covenants not to execute any
subscriptions in the Company on behalf of a customer for which it
holds a discretionary account without the prior written approval
of such customer.
3.7 The Dealer-Manager covenants that it will maintain
subscription agreements with respect to Investors in the Company
and other documents relating to the suitability of the Investors
in the Company for a period of not less than six years after the
termination of the offering with respect to the Company.
3.8 In recommending the purchase of Units, and before
confirming any sale of such Units to a customer, the Dealer-
Manager shall have reasonable grounds to believe, on the basis of
information obtained from such customer concerning his or her
investment objectives, other investments, financial condition and
needs, and any other information known to the Dealer-Manager,
that (a) the customer 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 benefits
described under the caption "Federal Income Tax Considerations;"
(b) the customer has a fair market net worth sufficient to
sustain the risks inherent in an investment in the Company,
including loss of investment and lack of liquidity; and (c) an
investment in the Company is otherwise suitable for the customer.
3.9 The Dealer-Manager covenants not to execute any
subscription in the Company prior to informing the subscribing
customer of all pertinent facts relating to the liquidity and
marketability of the Units during the term of the investment.
3.10 The Dealer-Manager agrees that it will (a) establish
and maintain procedures reasonably designed to ensure the
security and privacy of Nonpublic Personal Information; (b)
cooperate with the Company and Dealers and provide reasonable
assistance in ensuring the compliance with Privacy Laws to the
extent applicable to any such party, and (c) not disclose or use
any Nonpublic Personal Information except as required to carry
out its duties under this Agreement or as otherwise permitted by
the Privacy Laws.
3.11 The Dealer-Manager agrees that it will (a) comply with
all Suspicious Activity Laws, (b) take all necessary and
appropriate steps, consistent with applicable laws and
regulations, to obtain, verify, and retain information with
regard to client and/or account owner identification and source
of funds for its customers, (c) notify immediately the Company
and any Dealer whose customer is involved in the event that it
has reason to believe that any purchaser or prospective purchaser
of Units are engaged in money laundering activities or are
associated with any terrorist organization or other individuals,
entities or organizations sanctioned by the United States.
4. INDEMNIFICATION
4.1 Subject to the limitations contained in Section 6.4(b)
of the Operating Agreement of the Company, the Company will
indemnify and hold harmless the Dealers, their officers and
directors and each person, if any, who controls such Dealers
within the meaning of Section 15 of the Securities Act, from and
against any losses, claims, damages or liabilities, joint or
several, to which such Dealers, their officers and directors, or
such controlling persons may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of a material fact contained (A) in the Registration Statement,
or any post-effective amendment thereto or in the Prospectus or
any amendment or supplement to the Prospectus or (B) in any "blue
sky" application or other document executed by the Company on its
behalf specifically for the purpose of qualifying any or all of
the Units for sale under the securities laws of any jurisdiction
based upon written information furnished by the Company under the
securities laws thereof (any such application, document or
information being hereinafter called a "Blue Sky Application"),
or (ii) the omission or alleged omission to state in the
Registration Statement, the Prospectus or any supplement therein
or any post-effective amendment therein, or in any Blue Sky
Application, a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading; and will
reimburse each such Dealer, its officers and directors and each
such controlling person for any legal or other expenses
reasonably incurred by such Dealer, its officers and directors,
or such controlling person in connection with investigating or
defending such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any
such case to the extent that such loss, claim, damage or
liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information
furnished to the Company or the Managers by or on behalf of any
Dealer specifically for use with reference to such Dealer in the
preparation of the Registration Statement or any such post-
effective amendment therein or any such Blue Sky Application or
any such preliminary prospectus or the Prospectus or any such
amendment or supplement thereto; and provided further that the
Company will not be liable in any case if it is determined that
such Dealer was at fault in connection with the loss, claim,
damage, liability or action. This Indemnity Agreement will be in
addition to any liability which the Company may otherwise have.
Notwithstanding anything to the contrary in this Section
4.1, the Company may not indemnify or hold harmless the Dealer-
Manager, any Dealer or any of their affiliates for liabilities
arising from or out of a violation of state or federal securities
laws, unless one or more of the following conditions are met:
(a) There has been a successful adjudication on the merits
of each count involving alleged securities law
violations;
(b) Such claims have been dismissed with prejudice on the
merits by a court of competent jurisdiction; or
(c) A court of competent jurisdiction approves a settlement
of the claims against those indemnified and finds that
indemnification of the settlement and the related costs
should be made, and the court considering the request
for indemnification has been advised of the position of
the SEC and of the published position of any state
securities regulatory authority in which the securities
were offered as to indemnification for violations of
securities laws.
4.2 The Dealer-Manager, jointly and severally, agrees to
indemnify and hold harmless the Company, the Managers, its
officers and directors, each person or firm which has signed the
Registration Statement and each person, if any, who controls the
Company or the Managers within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or
liabilities to which any of the aforesaid parties may become
subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement or any post-effective amendment thereto,
the Prospectus or any amendment or supplement thereto, or any
Blue Sky Application, or the omission or alleged omission to
state in the Registration Statement or any post-effective
amendment thereto, the Prospectus or any amendment or supplement
thereto, or in any Blue Sky Application, any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Managers by
or on behalf of such Dealer-Manager specifically for use with
reference to the Dealer-Manager in the preparation of the
Registration Statement or any such preliminary prospectus or the
Prospectus or any such amendment or supplement thereto, or (ii)
any unauthorized use of sales materials or use of unauthorized
verbal representations concerning the Units by the Dealer-
Manager, and will reimburse the aforesaid parties, in connection
with investigating or defending such loss, claim, damage,
liability or action. This Indemnity Agreement will be in addition
to any liability that the Dealer-Manager may otherwise have.
4.3 Each Dealer severally will indemnify and hold harmless
the Company, the Dealer-Manager, the Managers, and each of their
directors and officers who has signed the Registration Statement
and each person, if any, who controls the Company, the Dealer-
Manager and the Managers within the meaning of Section 15 of the
Securities Act from and against any losses, claims, damages or
liabilities to which the Company, the Dealer-Manager, the
Managers, or any such director, officer or controlling person may
become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereto, the Prospectus or any amendment or supplement
thereto, or any Blue Sky Application, or the omission or alleged
omission to state in the Registration Statement or any post-
effective amendment thereto, the Prospectus or any amendment or
supplement thereto, or in any Blue Sky Application any material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, in each case to the extent, but
only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the
Company, Managers or Dealer-Manager by or on behalf of such
Dealer specifically for use with reference to such Dealer in the
preparation of the Registration Statement or any such post-
effective amendments thereto or any such Blue Sky Application or
the Prospectus or any such amendment or supplement thereto, or
(ii) any unauthorized use of sales materials or use of
unauthorized verbal representations concerning the Units by such
Dealer, and will reimburse the Company, the Dealer-Manager, the
Managers, any director or officer or controlling person thereof,
in connection with investigating or defending any such loss,
claim, damage, liability or action. This Indemnity Agreement will
be in addition to any liability which such Dealer may otherwise
have.
4.4 Promptly after receipt by an indemnified party, under
this Section 4, of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be
made against any indemnifying party under this Section 4, notify
in writing the indemnifying party of the commencement thereof,
and the failure to so notify the indemnifying party will relieve
the indemnifying party from any liability under this Section 4 as
to the particular item for which indemnification is then being
sought, but not from any other liability which it may have to any
indemnified party. In case any such action is brought against any
indemnified party, and it notifies any indemnifying party of the
commencement thereof, the indemnifying party will be entitled, to
the extent it may wish, jointly with any other indemnifying party
similarly notified, to participate in the defense thereof, with
separate counsel. In any such proceeding, any indemnified party
shall have the right to retain its own counsel at its own
expense. Notwithstanding the foregoing, the indemnifying party
shall be obligated to reimburse the indemnified party for
reasonable fees and expenses (subject to Section 4.6) of counsel
to the indemnified party to the extent that (i) the employment of
counsel by the indemnified party has been authorized by the
indemnifying party, (ii) the indemnifying party has not in fact
employed counsel to assume the defense of such action (in either
of which events such fees and expenses will be borne by the
indemnifying party), or (iii) the named parties in such action
include both the indemnified party and the indemnifying party and
the indemnified party reasonably believes that it has defenses
that are different from or additional to those available to the
indemnifying parties. Any such indemnifying party shall not be
liable to any such indemnified party on account of any settlement
of any claim or action effected without the consent of such
indemnifying party
4.5 The indemnifying party shall not be obliged to pay
legal expenses and fees to more than one law firm in connection
with the defense of similar claims arising out of the same
alleged acts or omissions giving rise to any claims under Section
4.4 notwithstanding that such actions or claims are alleged or
brought by one or more parties against more than one indemnified
party. In the case such claims or actions are alleged or brought
against more than one indemnified party and the indemnifying
party is obligated to reimburse an indemnified party for fees of
counsel in accordance with Section 4.4, then the indemnifying
party shall only be obliged to reimburse the expenses and fees of
the one law firm which has been selected by a majority of the
indemnified parties against which such action is finally brought,
and in the event a majority of such indemnified parties are
unable to agree on which law firm for which expenses or fees will
be reimbursable by the indemnifying party then payment shall be
made to the first law firm of record representing an indemnified
party against the action or claim. Such law firm shall be paid
only to the extent of services performed by such law firm and no
reimbursement shall be payable to such law firm on account of
legal services performed by another law firm.
4.6 The Indemnity Agreements contained in this Section 4
shall remain operative and in full force and effect regardless of
(i) any investigation made by or on behalf of the Dealer-Manager
or the Managers or the Company, or any officer or director of any
of them, or by or on behalf of the Company, the Dealer-Manager or
the Managers, (ii) delivery of any Units and payment therefor,
and (iii) any termination of this Agreement. A successor of any
Dealer or of any of the parties to this Agreement, as the case
may be, shall be entitled to the benefits of the Indemnity
Agreements contained in this Section 4.
5. SURVIVAL OF PROVISIONS
The respective agreements, representations and warranties of
the Company and the Dealer-Manager set forth in this Agreement
shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation
made by or on behalf of the Dealer-Manager or any Dealer or any
person controlling the Dealer-Manager or any Dealer or by or on
behalf of the Managers or any person controlling the Managers, to
(iii) the acceptance of any payment for the Units.
6. APPLICABLE LAW
This Agreement is executed and delivered in, and its
validity, interpretation and construction shall be governed by,
the laws of the State of Minnesota.
7. COUNTERPARTS
This Agreement may be executed in any number of
counterparts. Each counterpart, when executed and delivered,
shall be an original contract; but all counterparts, when taken
together, shall constitute one and the same Agreement.
8. SUCCESSORS AND AMENDMENT
8.1 This Agreement shall inure to the benefit of, and be
binding upon, the Dealer-Manager, the Managers, the Company and
its respective successors. Nothing in this Agreement is intended
or shall be construed to give to any other person any right,
remedy or claim, except as otherwise specifically provided
herein. This Agreement shall inure to the benefit of the Dealers
to the extent set forth in Sections 1 and 4 hereof.
8.2 This Agreement may be amended by the written Agreement
of the Dealer-Managers and the Managers, except for the
provisions of sections 1 and 4, which may be amended by written
agreement between the Dealer-Manager, the Managers, and the
Dealers.
9. TERM
Any party to this Agreement shall have the right to
terminate this Agreement on ten (10) days' written notice.
10. DISTRIBUTION REINVESTMENT PLAN
Notwithstanding any other provision in this Agreement, no
commissions or other compensation shall be due Dealer-Manager or
any Dealer with respect to the Company's distribution
reinvestment plan.
11. CONFIRMATION
The Managers hereby agree and assume the duty to confirm on
behalf of themselves, and on behalf of dealers or brokers who
sell the Units, all orders for purchase of Units accepted by the
Managers. Such confirmations will comply with the applicable
rules of such other jurisdictions to the extent the Managers are
advised of such laws in writing by the Dealer-Manager.
If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided
below for that purpose, whereupon this letter and your acceptance
shall constitute a binding Agreement between us as of the date
first above written.
Very truly yours,
AEI INCOME & GROWTH FUND 27 LLC
By: AEI FUND MANAGEMENT XXI, INC.
Its Managing Member
By: Xxxx X. Xxxxxxx
Authorized Signatory for
Xxxxxx X. Xxxxxxx, Its President
We hereby agree to the terms hereof.
AEI SECURITIES, INC.
By Xxxx X. Xxxxxxx
Authorized Signatory for
Xxxxxx X. Xxxxxxx, Its President
