EXHIBIT 1.1
AEI INCOME & GROWTH FUND 26 LLC
DEALER-MANAGER AGREEMENT
______, 2005
AEI Securities, Inc.
0000 Xxxxx Xxxxx Xxxxx
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Dear Sirs:
AEI Income & Growth Fund 26 LLC, a Delaware limited
liability company (the "Company") for which AEI Company
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 ______, 2005. 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 is validly
existing 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 nonassessable, 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. 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 each 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-MANAGERS
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 D
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 to Fidelity Bank, Edina,
Minnesota, each prospective investor's check in payment of Units
by noon of the second business day following receipt by the
Dealer-Manager. All checks shall be made payable to "Fidelity
Bank --AEI Company 26 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
9.5% 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 and commission equal to 3.0% of the Public Offering
Price and in the case of the deferred commission option, shall
initially pay an additional commission equal to 1.5% of the
Public Offering Price upon subscription (or when required
pursuant subsection 3.3(c)).
(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 accountable
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 Fund 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 Fund 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.
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 omission so to notify the indemnifying party
will relieve it 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. Such participation shall not relieve such
indemnifying party of the obligation to reimburse the indemnified
party for reasonable legal and other expenses (subject to Section
4.5) incurred by such indemnified party in defending himself,
except for such expenses incurred after the indemnifying party
has deposited funds sufficient to effect the settlement, with
prejudice, of the claim in respect of which indemnity is sought.
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 pay all legal fees
and expenses of the indemnified party in the defense of such
claims or actions; provided, however, that 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
such claims 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, 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 Managers, 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 26 LLC
By AEI FUND MANAGEMENT XXI, INC.
Managing Member
By
Xxxxxx X. Xxxxxxx
Its President
We hereby agree to the terms hereof.
AEI SECURITIES, INC.
By
Xxxxxx X. Xxxxxxx
Its President
