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EXHIBIT 1.4
FOR CRONOS GLOBAL INCOME FUND XVI, L.P.
FORM OF SUPPLEMENT TO
AGREEMENT WITH DEALERS
, 1996
[NAME OF SELECTED BROKER/DEALER]
Re: Addendum to Agreement with Dealers
for Selected Broker/Dealers
Ladies and Gentlemen:
Reference is made to that certain Agreement with Dealers, dated
, that we have signed so as to participate in the offer and sale of
units of limited partnership interests (the "Units") in the above-referenced
Partnership. We have advised you that our customary practice, when offering and
selling interests in limited partnerships, including limited partnerships whose
interests are registered for sale under the Securities Act of 1933, is to sign
the subscription documentation required of the partnerships for and on behalf of
our clients investing therein, except for clients residing in states that
explicitly require investors to personally sign subscription documentation. We
have advised you that we would like to follow this practice in offering Units in
the Partnership, namely, signing the Limited Partner's Signature Page and
Subscription Agreement (in the form of Exhibit 4.2 to this Post-Effective
Amendment) for and on behalf of our clients residing in those states that permit
brokers to execute subscription documentation for and on behalf of their
clients.
We understand that, as part of our obligations under Rule 2810 of the
NASD's Conduct Rules (formerly Section 34 of the Rules of Fair Practice), and
the obligations imposed upon us under relevant securities laws and regulations,
we have an obligation, in recommending partnership investments to our clients,
of determining the suitability thereof for our clients; of obtaining specific
authorization from our clients for investing in partnerships; and for confirming
such investments to our clients; all in accordance with Rule 2810 and applicable
securities laws and regulations.
We further agree to provide you with access, at any and all reasonable
times, to our books and records relevant to the discharge of our obligations to
clients in recommending an investment in the Partnership and in selling Units in
the Partnership to our clients.
In accordance with the foregoing, we hereby agree that Section 2 of the
above-referenced Agreement with Dealers is hereby amended to read in its
entirety as follows:
The purchase price of the Units shall be paid as set forth in the
Prospectus. At the time payment is made, you [Name of Selected
Broker/Dealer] are to deliver to us [Cronos Securities Corp.] with respect
to Units sold to each of your customers, the Limited Partner's Signature
Page and Subscription Agreement ("Subscription Agreement") executed by such
customer or by you on behalf of your customer. Upon receipt of the
foregoing and acceptance of such subscription, we shall return a copy of
the Subscription Agreement to your customer or to you for forwarding to
your customer. In all events, pursuant to the provisions of Rule 15c2-4
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), you shall directly transmit, pursuant to our instructions,
by noon of the next business day following their receipt, all customer
checks in payment of the Units directly to us. You shall instruct your
customers, in subscribing for the Units, to make their checks payable to
the bank escrow account identified on the Subscription Agreement, as the
same may be modified from time to time.
You further agree to indemnify and hold harmless Cronos Securities
Corp., Cronos Capital Corp., the Partnership, and each affiliate thereof
(the "Indemnified Parties") against any losses, claims, expenses, damages,
or liabilities to which the Indemnified Parties may become subject,
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under applicable securities laws, rules, or regulations, or otherwise,
insofar as such losses, claims, expenses, damages, or liabilities (or
actions in respect thereof) arise out of or based upon any claim by one or
more of your clients investing in the Partnership or by one or more third
persons or entities asserting that any subscription documentation executed
by you representing an investment in the partnership was not authorized or
approved by the client(s).
Very truly yours,
NAME OF SELECTED BROKER/DEALER
By
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Its
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CONFIRMED AND ACCEPTED
as of the date first above written
CRONOS SECURITIES CORP.
By
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Its
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