EXHIBIT 1.3
Form of Marketing Support Fee Agreement
CNL RETIREMENT PROPERTIES, INC.
MARKETING SUPPORT FEE AGREEMENT
THIS MARKETING SUPPORT FEE AGREEMENT, effective as of _____________,
2003, is between CNL SECURITIES CORP. (the "Managing Dealer") and [name of
Broker/Dealer to be inserted] (the "Participating Broker").
W I T N E S S E T H
WHEREAS, CNL Retirement Properties, Inc. (the "Company") filed with the
Securities and Exchange Commission a Registration Statement (No. 333-100347) on
Form S-11 (the "Fourth Offering") covering 175,000,000 of its common shares, par
value $0.01 per share (the "Shares"), to be offered to the public;
WHEREAS, the Company has retained the Managing Dealer to use its best
efforts to sell the Shares and to manage the sale by others of the Shares;
WHEREAS, the Managing Dealer desires to avail itself of the experience,
sources of information and assistance of the Participating Broker in marketing
and selling the Shares and to have the Participating Broker undertake the duties
and responsibilities hereinafter set forth, all as provided herein; and
WHEREAS, in exchange for the Marketing Support Fee (as hereinafter
defined), the Participating Broker is willing to undertake the duties and
responsibilities hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
Section 1. Services. The Managing Dealer retains the Participating Broker and
the Participating Broker agrees to provide the following services in connection
with the sale of the Shares in the Fifth Offering:
(i) The Participating Broker will use the services of its internal
marketing support personnel (including, but not limited to, telemarketers and
marketing personnel) to assist the Managing Dealer's marketing team and will
meet with the Managing Dealer's marketing team. The services of the
Participating Broker's internal marketing support personnel include, but are not
limited to, updating the Participating Broker's list of registered
representatives quarterly, developing and updating information about the Company
on the Participating Broker's website and developing and updating links to the
Company's website, providing referrals and contact information to the Company of
the registered representatives that may be able to assist with the sale of the
Shares and formulating a marketing and business plan and monitoring the results
achieved under such plan.
(ii) The Participating Broker represents that it has internal marketing
communication vehicle(s) and will use these sources to promote the Company.
These internal marketing communication vehicles include, but are not limited to,
newsletters, conference calls, cassette tapes, internal mail and intranet sites.
The Participating Broker may promote the Company by including articles and
updates about the Company in their newsletters and other publications and
communication vehicles and the Participating Broker may organize conference
calls with its regional representatives to discuss the Company and its business.
Section 2. Fees. For such services, the Participating Broker shall receive a fee
(the "Marketing Support Fee") equal to one-half of one percent of the selling
price on all sales of the Shares made by the Participating Broker in the Fifth
Offering. Such fee will be payable at the same time as sales commissions with
respect to such sales are payable to the Participating Broker.
IN WITNESS WHEREOF, the parties have executed this Marketing Support Fee
Agreement on the date and year shown above.
"Participating Broker": "Managing Dealer":
(Name of Broker) CNL SECURITIES CORP.
By:__________________________________ By:________________________________
Print Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
Witness:_______________________________ Witness:___________________________