Exhibit 1.1
REDWOOD MORTGAGE INVESTORS VIII
SUPPLEMENTAL PARTICIPATING BROKER DEALER AGREEMENT
This Supplemental Participating Dealer Agreement is entered into on this
___ day of ________________, 199__, by and between D. Russell Burwell, Michael
R. Burwell and Gymno Corporation, a California corporation, the general partners
of Redwood Mortgage Investors VIII, a California limited partnership (the
"Partnership") and Redwood Home Loan Company doing business as Redwood Mortgage
("Redwood Mortgage") and _________________________, (the "Participating Broker
Dealer").
RECITALS
A. The General Partners and the Participating Broker Dealer entered into a
Participating Broker Dealer Agreement whereby the Participating Broker Dealer
agreed to effect sales of Units in the Partnership, on a best efforts basis, for
the account of the Partnership.
B. The General Partners and Redwood Mortgage have agreed to amend the terms
of compensation payable to the Participating Broker Dealers set forth in Section
3 of the Participating Dealer Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
The Participating Broker Dealer may elect on a transaction by transaction
basis, as so indicated by its registered representatives, as to which terms or
compensation payable, e.g. Section 3 or this Supplemental Participating Broker
Dealer Agreement, shall apply to each specific transaction.
1. Alternative Sales Compensation (Including the Continuing Servicing Fee).
(a) Commissions. The parties hereby agree that Redwood Mortgage shall pay
to the Participating Broker Dealer in consideration for its services in
soliciting and obtaining purchasers of Units, sales commission of either (i)
four percent (4%) of the gross proceeds from the sale of such Units, if the
investors elect to receive monthly, quarterly or annual cash distributions of
his allocable share of Partnership income or (ii) seven percent (7%) of the
gross proceeds from the sale of such Units, if the investor elects to receive
his allocable share of cash distributions in additional Units pursuant to the
Partnership's Dividend Reinvestment Plan.
(b) Continuing Servicing Fee. In addition to the foregoing commissions, the
General Partners and Redwood Mortgage will pay to you a continuing servicing fee
(0.25% payable annually in quarterly installments) (the "Continuing Servicing
Fee") for each Limited Partner who has subscribed through you. The Continuing
Servicing Fee shall be equal to one-quarter (1/4) of one percent (1%) of that
Partner's capital account, which shall include any increases in the capital
account due to the investor's reinvestment of his allocable share of Partnership
distributions.
However, in no event shall the Continuing Servicing Fee be payable if such
amount will cause the total compensation paid to exceed that amount allowed to
be paid under NASD Notice to Members 89-16, 82-51 and Rule 2810 of the NASD
Conduct Rules.
The Participating Broker Dealer may elect on a transaction by transaction
basis, as so indicated by its registered representatives, as to which terms or
compensation payable, e.g. Section 3 or this Supplemental Participating Broker
Dealer Agreement, shall apply to each specific transaction.
2. Payment of the Continuing Servicing Fee. The Continuing Servicing Fee
shall be payable thirty days after the end of the calendar quarter for which the
Continuing Servicing Fee is being paid (the "Payment Date") provided that the
Investor has been a Limited Partner for the full calendar quarter for which the
Continuing Servicing Fee is being paid. Subject to Paragraph 3 below, in order
to receive a payment in any quarter, the aggregate amount of the Continuing
Servicing Fee payable must be at least $25.
3. Aggregate Sales Requirements. Redwood Mortgage shall have no obligation
to pay the Continuing Servicing Fee until such time as (i) the registered
representative has aggregate sales of 400 Units ($40,000) and (ii) the
Participating Broker Dealer has aggregate sales of 2,000 Units ($200,000).
However, in no event shall the Partnership pay the Continuing Servicing Fee for
any quarter, in which the aggregate amount of the Continuing Servicing Fee
payable to a registered representative is less than twenty-five dollars ($25).
In the event that a registered representative during the term of this Agreement
transfers his or her license to another Participating Broker Dealer, who has not
met the aggregate sales requirement of (ii) above, such registered
representative will continue to be entitled to receive the Continuing Servicing
Fee provided he or she has met the requirements of (i) above prior to the
transfer.
4. Term. The payment of Commissions and the Continuing Servicing Fee as set
forth herein is subject to the terms, conditions and obligations set forth in
the Participating Broker Dealer Agreement and the Prospectus and incorporated
herein by reference. Except as set forth in this Agreement, the terms,
conditions and obligations of the Participating Broker Dealer Agreement shall be
binding upon the parties.
Please confirm your Agreement with the General Partners and Redwood
Mortgage to the terms contained herein and your acceptance of this appointment
by dating and signing below and return a fully executed copy of this
Participating Broker Dealer Agreement to us.
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D. Russell Burwell, General Partner
REDWOOD HOME LOAN COMPANY doing business as
REDWOOD MORTGAGE
By:
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Its:
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BROKER-DEALER ACCEPTANCE:
ACCEPTED this day of
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199
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By:
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(Print Name)
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(Signature)
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Title
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Taxpayer I.D. No.
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(Telephone Number)
Type of Entity:
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(corporation, partnership or proprietorship)