Selected Dealer Agreement Sample Contracts

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EX-1.2 2 d33984dex12.htm EX-1.2 [LOGO] INDUSTRIAL PROPERTY TRUST INC. Up to $2,000,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT Ladies and Gentlemen:
Selected Dealer Agreement • May 5th, 2020 • Colorado

Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Industrial Property Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class A shares (the “Class A Shares”) and Class T shares (the “Class T Shares”) of common stock, $0.01 par value per share (the Class A Shares and the Class T Shares collectively, the “Shares”) of the Company subject to the following terms:

Exhibit 1.2 [FORM OF SELECTED DEALER AGREEMENT] AMERICASBANK CORP. 2,500,000 Shares of Common Stock ($0.01 par value) SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 6th, 2004 • Americasbank Corp • Savings institution, federally chartered • Virginia
Exhibit (6)(b) SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 28th, 1997 • State Street Research Growth Trust • Massachusetts
INDUSTRIAL INCOME TRUST INC. Up to $2,400,000,000 in Shares of Common Stock SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 27th, 2012 • Industrial Income Trust Inc. • Real estate • Colorado

Dividend Capital Securities LLC, as the dealer manager (the “Dealer Manager”) for Industrial Income Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

DIVIDEND CAPITAL DIVERSIFIED PROPERTY FUND INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • September 19th, 2016 • Dividend Capital Diversified Property Fund Inc. • Real estate investment trusts

Each of Dividend Capital Diversified Property Fund Inc., a Maryland corporation (the “Company”), Dividend Capital Securities LLC, a Colorado limited liability company (the “Dealer Manager”) and Dividend Capital Total Advisors LLC, a Delaware limited liability company (the “Advisor”), hereby confirms its agreement with Raymond James & Associates, Inc., a Florida corporation (“Raymond James”), as follows:

MORGAN JOSEPH & CO. INC. 19TH FLOOR NEW YORK, NEW YORK 10020 SELECTED DEALER AGREEMENT
Selected Dealer Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York

Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment underwritten offering (the “Offering”) to sell 7,500,000 units1 (the “Units”) of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting a selected group of dealers to act as selected dealers in connection with the Offering, subject to the other terms and conditions set forth herein and in the Prospectus, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves the entity signatory hereto (the “Selected Dealer” as a selected dealer in connection with the Offering.

EXHIBIT 1.2 n-Gen Solutions.Com, Inc. 1,600,000 Shares of Common Stock and 1,600,000 Common Stock Purchase Warrants
Selected Dealer Agreement • March 28th, 2000 • N Gen Solutions Com Inc • Florida
Selected Dealer Agreement
Selected Dealer Agreement • October 28th, 2024 • PIMCO Flexible Emerging Markets Income Fund • New York

WHEREAS, each closed-end “interval” investment company set forth in Exhibit A (each referred to as a “Fund”) has appointed Distributor as exclusive agent to sell and distribute each class of shares of the Fund, which are distributed by Distributor and sold by the Fund at their offering prices as set forth in the Fund’s prospectus and statement of additional information and as provided in Distributor’s Distribution Contract with respect to such Fund; and

KBS LEGACY PARTNERS APARTMENT REIT, INC. UP TO 280,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT August 1, 2011
Selected Dealer Agreement • August 3rd, 2011 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

Each of KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”), KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), KBS-Legacy Apartment Community REIT Venture, LLC, a Delaware limited liability company (the “Sub-Advisor”), KBS Holdings LLC, a Delaware limited liability company ( the “Sponsor”), and Legacy Partners Residential Realty LLC, a Delaware limited liability company, which jointly owns the Sub-Advisor with the Advisor (“Legacy Partners”) hereby confirms its agreement with Securities America, Inc., a Delaware corporation (“Securities America”), as follows:

MORGAN STANLEY DISTRIBUTION INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • July 6th, 2012 • AIP Macro Registered Fund P • New York

Morgan Stanley Distribution Inc. (“Distributor”) serves as a principal underwriter for the AIP Macro Registered Fund P (the “Fund”), a closed-end registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to a distribution agreement with the Fund. Distributor and (“Dealer”) hereby agree that Dealer will participate in the distribution of shares of the Fund (“Shares”), subject to the terms of this Agreement (“Agreement”), dated as of the day of , 20 .

ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 14th, 2022 • ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. • Real estate investment trusts • Colorado

Ares Wealth Management Solutions, LLC, as the dealer manager (the “Dealer Manager”) for Ares Industrial Real Estate Income Trust Inc. (the “Company”), a Maryland corporation that intends to qualify to be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class D shares (the “Class D Shares”) and Class I shares (the “Class I Shares”) of common stock, $0.01 par value per share (the Class T Shares, the Class D Shares and the Class I Shares collectively, the “Shares”) of the Company subject to the following terms:

SELECTED DEALER AGREEMENT
Selected Dealer Agreement • October 13th, 2004 • RMS Titanic Inc • Water transportation • New York
FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • January 29th, 2015 • Dividend Capital Diversified Property Fund Inc. • Real estate investment trusts • Colorado

Dividend Capital Securities LLC, as the dealer manager (“Dealer Manager”) for Dividend Capital Diversified Property Fund Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

SELECTED DEALER AGREEMENT
Selected Dealer Agreement • May 15th, 2020 • Cim Income Nav, Inc. • Real estate investment trusts • Arizona

CCO Capital, LLC, as the dealer manager (“Dealer Manager”) for CIM Income NAV, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of Class D common stock (“Class D Shares”), Class T common stock (“Class T Shares”), Class S common stock (“Class S Shares”) and Class I common stock (“Class I Shares” and, together with the Class D Shares, Class T Shares and Class S Shares, the “Shares”) of the Company subject to the following terms:

FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLC
Selected Dealer Agreement • January 16th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts

Carey Financial, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of , 2015 (the “Dealer Manager Agreement”), with Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its shares of common stock, $.001 par value per share, as described in the Dealer Manager Agreement commencing on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

HINES GLOBAL REIT, INC. Up to 352,631,579 Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • August 3rd, 2009 • Hines Global REIT, Inc. • Real estate investment trusts • Texas

Hines Real Estate Investments, Inc., as the dealer manager (“Dealer Manager”) for Hines Global REIT, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

WACCAMAW BANKSHARES, INC. Common Stock SELECTED DEALER AGREEMENT
Selected Dealer Agreement • May 21st, 2010 • Waccamaw Bankshares Inc • State commercial banks • Virginia
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HMS Income Fund, Inc. Up to $1,500,000,000 in Shares of Common Stock FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • November 23rd, 2015 • HMS Income Fund, Inc. • Texas
VESTIN GROUP, INC. Up To $600,000,000 of Subordinated Notes
Selected Dealer Agreement • October 15th, 2003 • Vestin Group Inc • Mortgage bankers & loan correspondents • Nevada
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLC
Selected Dealer Agreement • April 17th, 2017 • Carey Credit Income Fund 2016 T

This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 T and each additional Feeder Fund, if any, designated by the Dealer Manager on Schedule IV to this Agreement, as it may be amended from time to time, on the terms and conditions set forth in each Feeder Fund’s respective Prospectus (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 T and each additional Feeder Fund will have a finite offering period and a finite term as set forth in its Prospectus. Under the Dealer Manager Agreement, the Dealer Manager agreed to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 T and each additional Feeder Fund in such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

HINES REAL ESTATE INVESTMENT TRUST, INC. Up to $3,500,000,000 in Shares of Common Stock SELECTED DEALER AGREEMENT
Selected Dealer Agreement • June 27th, 2008 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Texas

Hines Real Estate Securities, Inc., as the dealer manager (“Dealer Manager”) for Hines Real Estate Investment Trust, Inc. (“Company”), a Maryland corporation, invites you (“Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

Allianz Funds & Allianz Funds Multi-Strategy Trust Selected Dealer Agreement – Class A and Class C Shares
Selected Dealer Agreement • August 27th, 2020 • Allianz Funds • New York

WHEREAS, Allianz Funds & Allianz Funds Multi-Strategy Trust (each a “Trust” and, collectively, the “Trusts”) have each appointed Distributor as its exclusive agent to sell and distribute each class of shares of each of its current and hereinafter created series (each a “Fund”), which shares are distributed by Distributor and sold by a Trust at their offering prices as set forth in each Trust’s Prospectus and Statement of Additional Information and as provided in Distributor’s Distribution Contract with respect to such Funds; and

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • August 31st, 2016 • Blackstone Real Estate Income Trust, Inc. • Real estate investment trusts • New York

Blackstone Advisory Partners L.P., as the dealer manager (“Dealer Manager”) for Blackstone Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

RE: GUGGENHEIM CREDIT INCOME FUND
Selected Dealer Agreement • May 5th, 2020

Ladies and Gentlemen: Guggenheim Funds Distributors, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager agreement, dated as of April 12, 2017 (the “Dealer Manager Agreement”), with Guggenheim Credit Income Fund (the “Master Fund”), Guggenheim Credit Income Fund 2019 (“GCIF 2019”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each taxable year to be subject to U.S. federal income tax as a regulated investment company, or a RIC, in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Guggenheim Credit Income Fund 2

CANTOR FITZGERALD INCOME TRUST, INC. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • August 9th, 2023 • Cantor Fitzgerald Income Trust, Inc. • Real estate investment trusts • New York

Cantor Fitzgerald & Co., as the dealer manager (the “Dealer Manager”) for Cantor Fitzgerald Income Trust, Inc. (the “Company”), a Maryland corporation that has elected to qualify as a real estate investment trust, invites the selected dealer identified on the signature page to this agreement (the “Dealer”) to participate in the distribution of Class T shares (the “Class T Shares”), Class S shares (the “Class S Shares”), Class D shares (the “Class D Shares”) and Class I shares (the “Class I Shares”, together with the Class T, Shares, the Class S Shares and the Class D Shares, the “Shares”) of common stock, $0.01 par value per share of the Company (“Common Stock”) subject to the following terms:

HINES GLOBAL INCOME TRUST, INC. FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • April 8th, 2024 • Hines Global Income Trust, Inc. • Real estate investment trusts • Texas

Hines Private Wealth Solutions LLC, as the dealer manager (“Dealer Manager”) for Hines Global Income Trust, Inc., a Maryland corporation (the “Company”), invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.001 par value per share, (“Common Stock”) of the Company subject to the following terms:

UP TO $250,000,000 IN CLASS A AND CLASS I SHARES OF ICON ECI FUND SIXTEEN (a Delaware statutory trust) FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 1st, 2013 • ICON ECI Fund Sixteen • Services-equipment rental & leasing, nec • New York

ICON Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of _______ __, 2013 (the “Dealer Manager Agreement”), with ICON ECI Fund Sixteen, a statutory trust organized under Chapter 38 of Title 12 of the Delaware Code (the “Company”), pursuant to which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to $250,000,000 of two classes of the Company’s shares, Class A shares and Class I shares (collectively, the “Offered Shares”), on a continuous basis, for an initial purchase price of $1,000.00 per Class A share and $930.00 per Class I share in the primary offering or $930.00 per share issued pursuant to the Company’s distribution reinvestment plan (subject to different sales commissions and ongoing fees and expenses and, in certain circumstances, to discounts based upon the volume of shares purchased or other exceptions), with a minimum initial investment

SELECTED DEALER AGREEMENT COVERING SHARES OF BENEFICIAL INTEREST IN O'CONNOR FUND OF FUNDS: MASTERS BETWEEN UBS FINANCIAL SERVICES INC. AND (NAME OF SELECTED DEALER)
Selected Dealer Agreement • September 10th, 2013 • O'Connor Fund of Funds: Masters • New York

The Selected Dealer named above and UBS Financial Services Inc., the distributor of shares of beneficial interest in O'Connor Fund of Funds: Masters, agree to the terms and conditions set forth in this agreement.

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