AMERICAN EQUITIES INCOME FUND, INC.
$15,000,000 In
12% Notes, Due September 30, 2006
Minimum Purchase: $2,000
DEALER MANAGER AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of August, 1996 by and among
AMERICAN EQUITIES GROUP, INC., a New York corporation ("AEG"), AMERICAN
EQUITIES INCOME FUND, INC., a Delaware corporation (the "Company") and
MERRILL WEBER & CO, INC. (the "Dealer Manager").
Background
A. The Company proposes to offer and sell a Maximum of $15,000,000
aggregate principal amount of its 12% Notes in $1,000 denominations, or any integral
multiple thereof (the "Notes"). The minimum subscription is for $2,000.
B. The Dealer Manager desires on a "best-efforts basis" to act as a
non-exclusive agent in the offer and sale of the Notes (the "Offering") subject to the terms of
this Agreement and the Company's offering document pursuant to which the Offering is to be
conducted (the "Prospectus").
C. In consideration of the mutual promises and covenants set forth herein, the
parties agree as follows:
1. Non-Exclusive Appointment of Dealer Manager.
(a) Subject to the terms and conditions set forth herein, the Company hereby
appoints the Dealer Manager on a non-exclusive basis as its agent to solicit written
subscriptions from prospective investors to purchase the Notes. The Dealer Manager hereby
accepts said appointment and agrees to use its best efforts from the date hereof through
, as the Company shall determine in its sole discretion, to secure offers from
qualified investors to acquire Notes pursuant to the terms of this Agreement. Prior to such
time, either party shall have the right, by giving notice as provided in Section 13 of this
Agreement, to terminate this Agreement immediately. In the event of such termination, all
of the obligations of the parties hereto which are required to be performed pursuant to this
Agreement shall be performed with respect to any sales which are made pursuant to this
Agreement. The Dealer Manager may in its sole discretion utilize the services of other
securities dealers selected by you who are members of the National Association of Securities
Dealers, Inc. (the "Selected Dealers") in connection with the offering and sale of the Notes
under an Agreement with each of the other Selected Dealers substantially in the form as
attached hereto as Exhibit A.
(b) This Agreement shall terminate, and the Dealer Manager shall not be
entitled to any compensation hereunder, unless subscriptions acceptable to the Company with
respect to a minimum of $500,000 of Notes are sold, and the checks with respect thereto
have cleared normal banking channels, on or before February __, 1997 (the "Termination
Date").
(c) The Company and the Dealer Manager jointly may determine to reduce
the capital contribution required of investors who subscribe for and purchase multiple Notes;
provided, that any such reduction shall only be reflected in the sales commission payable
with respect to such Notes, and shall not reduce the net proceeds to the Company from the
sale of such Notes. In addition, under certain circumstances described in the Prospectus, the
required capital contributions may be reduced with respect to all Notes; in such event, the
compensation payable to Dealer Manager pursuant to section 6 hereof shall be reduced
proportionately.
(d) Upon the delivery of a subscription agreement, each subscriber will be
required to provide a check in the amount of the total subscription price of Notes subscribed.
The minimum purchase is $2,000. However, the Company reserves the right, in its sole
discretion, to offer and sell less than $2,000 of Notes to any investor.
It is understood that financing options may be made available by the Company
and the payment terms for Notes may vary; however, no commissions will be due until the
full purchase price is paid to the Company.
(e) It is understood and agreed that Dealer Manager's relationship with the
Company is that of an independent contractor and that nothing herein shall be construed as
creating a relationship of partners, joint venture, or employer and employees, between the
Dealer Manager and the Company. The Dealer Manager is not authorized to make any
placement of the Notes to any person unless and until that person complies with the
suitability standards contained in the Prospectus, nor is the Dealer Manager authorized to
deliver a Prospectus or any other information or documents, or make any representations to
any person concerning the Offering except as provided in this Agreement. No additional
material, documents or information may be delivered to any person unless expressly
authorized in writing by the Company.
2. Representations and Warranties of AEG and the Company.
The Company represents and warrants to the Dealer Manager as follows:
(a) Organization and Qualification of the Company and AEG. Each of the
Company and AEG is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, with full power and authority to own
or lease its properties and conduct the business heretofore conducted by it in the manner and
in the places where such properties are owned or leased or such business is conducted by it.
Each of AEG's and the Company's corporate charter and By-laws, as amended to date, are
complete and correct. AEG is duly registered or qualified to do business as a foreign
corporation in the State of New Jersey and neither the character or location of the properties
owned or leased by AEG or the Company nor the nature of the business transacted by AEG
or the Company makes registration or qualification in any other jurisdiction necessary, except
where the failure to so qualify would not have a material adverse effect on AEG or the
Company.
(b) Authority of AEG and the Company; No Conflicts
(i) Each of AEG and the Company, as applicable, has full power
and authority to enter into this Agreement; issue and sell the Notes and consummate the
transactions contemplated hereby. All necessary action, corporate or otherwise, has been
taken by each of AEG and the Company to authorize the execution, delivery, and
performance of this Agreement, and the Agreement is a valid and binding obligation of each
of AEG and the Company enforceable in accordance with its terms.
(ii) The execution and delivery of this Agreement by each of AEG
and the Company does not, and the issuance of the Notes and the performance of the terms
hereof by AEG and the Company will not, constitute a default or event of default under, or
violate, conflict with, or result in any breach of the terms, conditions, or provisions of: (1)
the corporate charter of By-laws of AEG or the Company, (2) the laws or regulations of any
jurisdiction or any other governmental requirements; or (3) any material mortgage, lien,
lease, agreement, contract, instrument, order, arbitration award, injunction, judgment or
decision to which AEG or the Company is a party or by which it or its property is bound or
materially affected. Except for filings with the Securities and Exchange Commission (the
"Commission") and applicable state securities administrators, no approval, authorization,
license, permit or other action by, or filing with, any federal, state or municipal commission,
board, agency or other governmental authority is required in connection with the execution
and delivery by AEG and the Company of this Agreement, the issuance of the Notes, or the
consummation of the transaction contemplated hereby.
(c) Title to Properties; Liens; Conditions of Properties.
(i) Each of AEG and the Company has good and marketable title to
all of its material assets and properties, and all of its leases of real or personal property are
valid and subsisting, and no default exists under any provision thereof, the existence of
which fives rise to a right of termination by the lessor; and none of AEG's material assets
and property is subject to any title restriction; none of AEG's material assets and property os
subject to any mortgage, pledge, lien, conditional sale agreement, security interest,
encumbrance or other charge.
(ii) To the best of their knowledge, neither AEG's nor the
Company's use of the properties occupied by AEG or the Company, respectively, is in
material violation of any law, and no notice from any governmental body has been served
upon AEG or the Company or upon any property occupied by AEG or the Company
claiming any violation of any such law, ordinance, code or regulation or requiring, or calling
attention to the need for, any work, repairs, construction, alterations, or installation on or in
connection with said properties which has not been complied with. To their knowledge, each
of AEG and the Company has the right to use such properties occupied by it for the
operations presently therein conducted.
(d) Payment of Taxes. Each of AEG and the Company has filed, or
obtained extension of the time to file all federal, state and to the best of their knowledge, all
local income, withholding, exercise or franchise tax returns, real estate and personal property
tax returns, sales and use tax returns and other tax returns required to be filed by it, has
accrued or paid all taxes owing by it, except taxes which have not yet accrued or otherwise
become due.
(e) Absence of Undisclosed Liabilities. As of the date hereof, neither
AEG or the Company has any material liabilities of any nature, whether accrued, absolute,
contingent or otherwise (including without limitation liabilities as guarantor or otherwise with
respect to obligations of others, or liabilities for taxes due or then accrued or to become due)
except liabilities fully disclosed in the Registration Statement or in such documentation as
may otherwise delivered to Dealer. To the best of their knowledge, there is no threatened
material claim, debt, liability or obligation (including unpaid federal, state, or local taxes) of
any nature or in any amount not fully reserved against in the AEG's or the Company's
balance sheet or not fully reflected in the Registration Statement.
Except as disclosed in the Registration Statement, neither AEG or the
Company has any notes or accounts payable to any person, firm, or corporation which is
affiliated with AEG or the Company or to any director, officer, or principal stockholder of
AEG or the Company.
(f) Contracts. Except as set forth in the Registration Statement, neither
AEG or the Company is in material default under any contract, commitment, plan,
agreement, instrument, license or lease or under any purchase order or sales order, which
default would have a materially adverse effect on the business or financial condition of AEG
or the Company.
(g) Litigation. There is no suit, action, or legal, administrative or other
proceeding or governmental investigation pending, or, to the best of AEG's or the
Company's knowledge, threatened, anticipated or contemplated against Seller or any or their
respective properties, which, in any single case or in the aggregate, challenges or questions
in any respect, the validity of, or would prevent or hinder the consummation of, the
transactions contemplated by this Agreement or which, if adversely determined, would have
a material adverse effect on the properties, assets, condition (financial or otherwise) and
business of AEG or the Company, and there are no unsatisfied or outstanding judgments,
orders, decrees or stipulations which would prevent or hinder the consummation of the
transactions contemplated by this Agreement. Neither AEG or the Company knows or has
grounds to know of any basis for any action or of any governmental investigation relating to
or affecting the properties, assets, condition (financial or otherwise) and business of AEG or
the Company.
There are no claims or proceedings against AEG or the Company pending, or
to the best of AEG's or the Company's knowledge, threatened, anticipated or contemplated
which, if valid, would constitute or result in a breach of any representation, warranty or
agreement set forth herein.
(h) Compliance with Laws. Each of AEG and the Company is in
compliance in all material respects with all laws, ordinances, rules, regulations and other
governmental requirements which apply to the conduct of its business, including, without
limitation, all laws and regulations relating to (1) employment and labor relations (including
all provisions thereof relating to wages, hours, equal opportunity, discrimination, collective
bargaining, and the withholding and payment of social security and all other taxes and (2)
government contracts.
(i) Insurance. With respect to its properties and assets, each of AEG and
the Company has in full force and effect insurance against such risks in such amounts as is
customary for similar businesses.
(j) Licenses and Permits. Each of AEG and the Company holds in good
standing, or has applied for, all licenses, permits, authorizations, franchises, consents and
orders of all federal, state, local, and foreign governmental bodies necessary to carry on its
business and each of AEG and the Company has no reason to believe that any such licenses,
permits, authorizations, franchises, consents and orders will be revoked, terminated or
suspended.
(k) Burdensome Agreements. Neither AEG nor the Company is subject to
or bound by any consent decree, agreement, judgment, decree or order, and does not know
of or have grounds to know of any basis for any action or governmental proceedings, which
may materially and adversely affect the properties, assets, business, prospects or condition,
financial or otherwise, of AEG or the Company, or result in the revocation or limitation of
any license, permit or franchise held by AEG or the Company.
(l) Misstatements and Omissions. Neither AEG or the Company has made
any material misstatement of fact or omitted to state any material fact necessary or desirable
to make complete, accurate and not misleading every representation, warranty and agreement
set forth herein
(m) Securities Law Disqualification. Neither the Company, nor any officer,
director or beneficial owner of ten percent or more of any class of the equity securities of the
Company falls within any of the "bad boy" provisions of Rule 262(a) or (b), as applicable, of
SEC Regulation A.
3. Representations and Warranties of the Dealer Manager. The Dealer
Manager represents and warrants to the Company as follows:
(a) The Dealer Manager is a corporation duly organized and validly existing
in good standing under the laws of the State of Illinois, with power and authority to enter
into this Agreement and to carry out its obligations hereunder.
(b) The Dealer Manager is duly registered pursuant to the provisions of the
Securities Exchange Act of 1934, as amended (the "1934 Act") as a broker-dealer and is a
member of good standing of the NASD and is duly registered as a broker-dealer in those
states in which it is required to be so registered in order to carry out the Offering pursuant to
this Agreement.
(c) Neither the Dealer Manager nor any director or officer thereof falls within
any of the "bad boy" provisions of Rule 262(a), (b), or (c), as applicable, of SEC Regulation
A.
(d) This Agreement has been duly authorized, executed and delivered by the
Dealer Manager and constitutes a valid and binding obligation thereof.
4. Manner of Offering Notes. The Dealer Manager covenants and agrees
with the Company as follows:
(a) Dealer Manager will offer the Notes pursuant to the Prospectus and only
in such a manner as to assure that the offer and sale thereof will meet the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the "1933 Act"), and
will be exempt from or comply with any registration requirements applicable for qualifying
the Notes for offering and sale under the laws of any state in which they may be offered.
Moreover, Dealer Manager agrees to indemnify the Company and the directors, officers and
agents of the Company against any liability, damage, cost, loss or expense to any of them
arising out of its failure to so offer the Notes;
(b) Immediately prior to making any offer of any Note to any offeree, Dealer
Manager shall have reasonable grounds to believe and shall believe that the offeree is a
person who is able to bear the economic risk of the investment and who otherwise meets the
applicable suitability standards set forth in the Prospectus and the subscription documents in
the form prescribed by the Company;
(c) Dealer Manager will deliver to each offeree, prior to any submission by
him of a written subscription to buy any Note, a copy of the Prospectus, together with any
supplements or amendments thereto, and will keep records of to whom, by what manner, and
on what date Dealer Manager delivered each such copy;
(d) Dealer Manager will not offer the Notes by means of any letter, circular,
notice or written communication other than the Prospectus, and other written communications
expressly approved in writing by the Company;
(e) Dealer Manager will make reasonable inquiry to determine whether a
prospective purchaser is acquiring the Notes for his own account or on behalf of other
persons;
(f) Dealer Manager will abide by, and take reasonable precautions to ensure
that others comply with all provisions contained in this Agreement or Prospectus regulating
the terms and manner of offering the Notes;
(g) Dealer Manager will take other action or refrain from taking action in
accordance with the reasonable requests of the Company, in order to comply with all
applicable laws, including, among other things, requiring offerees and purchasers to execute
and deliver such documents and instruments as the Company may require;
(h) All funds will immediately be placed in an escrow account to be
maintained by the Company pursuant to an Escrow Agreement with Republic National Bank
of New York, New York. Upon the closing or other termination of the Offering, the
proceeds therefrom shall be distributed to the Company or returned to subscribers as
provided in such Escrow Agreement;
(i) It is understood that the acceptance of subscriptions for Notes is in the sole
discretion of the Company. In the event subscriptions acceptable to the Company with
respect to all of the Notes are not received prior to the Termination Date, this Agreement
shall terminate and all funds shall be returned to subscribers. In such event, neither party
shall have any liability to the other; and
(j) The Notes shall be offered only in such states in which the Dealer
Manager has been advised by the Company that the offer and sale of Notes has been
approved. Dealer Manager shall advise the Company in advance and in writing of the states
in which it desires to offer the Notes, and shall conduct the Offering in any such state only
after the Company, upon consultation with legal counsel, has had an opportunity to review
the applicable securities laws of such state and to effect any required filings.
5. Further Agreements of the Company. The Company covenants and
agrees with the Dealer Manager as follows:
(a) If at any time any event shall occur as a result of which it becomes
necessary to supplement the Prospectus so that it does not include any untrue statement of
any material fact or omit to state any material fact necessary in order to make the statements
made not misleading, the Company will promptly notify Dealer Manager in writing and will
promptly supply it with amendments or supplements correcting such statement or omission;
(b) The Company will make such filings with the Securities and Exchange
Commission and state and other governmental agencies as may be necessary to comply with
the registration requirements of the 1933 Act and of the securities laws of any state or other
jurisdiction in which the Notes may be offered, provided that the Company shall not be
required in any event to register as a broker/dealer in any jurisdiction; and
(c) The Company will pay all expenses in connection with the preparation and
duplication of the Prospectus and any amendments or supplements thereto, legal fees related
thereto, and all other fees and expenses of the offering of the Notes except wages, salaries
and commissions of the Dealer Manager's employees engaged in the Offering and related
administrative and overhead costs.
6. Compensation.
(a) Subject to adjustment as provided in section 1(c) hereof, in consideration
of Dealer Manager's services as the Company's agent hereunder, the Company hereby agrees
to compensate the Dealer Manager as set forth in section 6(b) below. All sales commissions
and other compensation shall be payable in full upon acceptance by the Company of
subscriptions for Notes and release of subscription proceeds from escrow. The Dealer
Manager shall be entitled to no compensation with respect to subscriptions rejected by the
Company or if the Company terminates the Offering and refunds subscription payments to
investors.
(b) The Dealer Manager shall be entitled to (i) sales commissions of 7% of
the gross proceeds from the sale of each Note; (ii) 1% of the gross proceeds of the sale of
each Note as a due diligence and investor services fee; and (iii) .50% of the gross proceeds
of the sale of each Note as a Dealer Manager fee. Fees will only be payable upon receipt by
the Company of the full price for Notes sold in accordance with the Prospectus.
(c) In the event the minimum amount of Notes is not sold by the Termination
Date, the Dealer Manager shall be reimbursed only for its actual accountable out-of-pocket
expenses.
7. Non-Circumvention Covenants.
(a) In the course of business between the Dealer Manager and the Company,
the Dealer Manager will learn the identity of and gain access to certain clientele, agents and
sources of projects of the Company, and the Company will likewise learn the identity of and
gain access to certain clientele, agents and contacts of the Dealer Manager. In consideration
of the agreement of each party to make certain business opportunities and contacts available
to the other party and to work together in evaluating and carrying out business opportunities,
the Dealer Manager agrees to preserve the integrity of the proprietary relationship between
the Company and each of its respective clientele, agents, employees, project sources, or
contacts in general that may become known to the Dealer Manager, and the Company agrees
to preserve the integrity of the proprietary relationship between the Dealer Manager and each
of its respective clientele, agents, employees, project sources, or contacts in general that may
become known to the Company.
(b) The Dealer Manager agrees not to contact or otherwise communicate with
any clients or contacts of the Company (including but not limited to banks, financing
sources, broker-dealers, marketing or sales entities, developers or others) with whom the
Dealer Manager does not have a pre-existing relationship, without the prior knowledge and
approval of the Company as appropriate, nor shall any business transactions be conducted by
the Dealer Manager with any clients or contacts of the Company without appropriate
compensation arrangements to the Company being agreed upon in advance. The Dealer
Manager further agrees that the non-circumvention covenants set out herein shall apply
equally to its agents, employees, directors, officers and affiliates. The Company agrees not
to contact or otherwise communicate with any clients or contacts of the Dealer Manager,
with whom the Company did not have a pre-existing relationship, without the prior
knowledge and approval of the Dealer Manager as appropriate, nor shall any business
transactions be conducted by the Company with any clients or contacts of the Dealer
Manager without appropriate compensation arrangements to the Dealer Manager being agreed
upon in advance. The Company further agrees that the non-circumvention covenants set out
herein shall apply equally to its agents, employees, directors, officers and affiliates.
(c) All parties agree that they will not utilize any third party to make any
contacts or disclosures that would violate the intent of this provision. The non-circumvention
covenants set forth herein shall apply to past and any future business dealings between the
parties hereto and is not limited to dealings with the Company. The covenants shall stand
for a period of three years from the date of execution of this contract and are to be applied to
any and all transactions/proposals submitted to the Dealer Manager by the Company or to the
Company by the Dealer Manager, and regardless of the success of any such project.
8. Indemnification.
(a) Each of AEG and the Company shall jointly and severally indemnify and hold
harmless the Dealer Manager and the Selected Dealers, each of their directors, officers,
employees, agents and each person, if any, who controls (within the meaning of the 1933 Act
or the 1934 Act) the Dealer Manager and the Selected Dealers from and against any loss,
claim, damage or liability, joint or several, and any action in respect thereof, to which the
Dealer Manager and the Selected Dealers or such director, officer, employee, agent or
controlling person may become subject, under the 1933 Act, 1934 Act, any state securities
laws or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus, as amended or supplemented, or any Federal or state securities filing, or
arises out of, or is based upon, the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and
shall reimburse the Dealer Manager and Selected Dealers and each of their directors,
officers, or controlling persons for any legal and other expenses reasonably incurred by such
persons in investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided, however, that AEG and the Company shall not be
liable in any such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue statement or omission
or alleged omission made in the Prospectus, as amended or supplemented, regarding the
Dealer Manager or in conformity with information furnished by the Dealer Manager or its
agent for inclusion therein or in conformity with any direction of the Dealer Manager or its
agents.
(b) The Dealer Manager shall indemnify and hold harmless the Company, and each
of its directors, officers, employees, agents and each person, if any, who controls (within the
meaning of the 1933 Act or the 1934 Act) the from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to which the Company or any of
its directors, officers, employees, agents or controlling persons may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, as amended or supplemented, or any federal or
state securities filing, or arises out of, or is based upon, the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission regards the Dealer Manager, the Selected Dealers
or their agents or was in conformity with information provided by the Dealer Manager, the
Selected Dealers or their agents for inclusion therein or was in conformity with any direction
of the Dealer Manager or its agents, and shall reimburse the Company and its directors,
officers or controlling persons for any legal and other expenses reasonably incurred by such
persons in investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action.
(c) The provisions of this Section 8 are in addition to any and all remedies or
rights any of the parties hereto may have, including the right to sue and recover damages for
any breach of any representation, warranty or covenant made or given by one party to the
other party.
9. Miscellaneous. This Agreement is made for the benefit of the parties
hereto, their successors and assigns and any director, officer or controlling person of the
parties, but not for the benefit of any other person, including any offeree or purchaser of the
Notes, except that the provisions of Section 5(c) hereof shall be for the benefit of and
enforceable by each offeree and purchaser representative.
10. Rights Cumulative. All rights and remedies with respect to the subject
matter hereof, whether evidenced hereby or by any other agreement, instrument, or paper,
will be cumulative, and may be exercised separately or concurrently.
11. Entire Agreement. The parties have not made any representations,
warranties, or covenants not set forth herein with respect to the subject matter hereof, and
this Agreement constitutes the entire Agreement between them with respect to the subject
matter.
12. Further Instruments. The parties agree to execute any and all such
other and further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Agreement and the intent and purpose hereof.
13. Notice. All notices or other communications required or permitted
hereunder shall be in writing and shall be mailed by First Class, Registered or Certified
Mail, Return Receipt Requested, postage prepaid, as follows:
To the Company:
American Equities Income Fund, Inc.
East 80 Route 4, Suite 202
Paramus, NJ 07652
Attn: David S. Goldberg
To the Dealer Manager:
Merrill Weber & Co, Inc.
95 Revere Drive, Suite A
Northbrook, IL 60062-1585
Attn: Merrill Weber
or in each case to such other address as shall have last been furnished by like
notice. If mailing by Registered or Certified Mail is impossible due to an absence of postal
service, notice shall be in writing and personally delivered to the aforesaid address. Each
notice or communication shall be deemed to have been given as of the date so mailed or
delivered, as the case may be.
14. Jurisdiction and Venue. This Agreement was negotiated in Illinois and
the parties agree that with respect to any legal or equitable action, suit, or other proceeding
arising under, or in any way connected with, this Agreement, the parties hereto consent to
the in personam jurisdiction of the Federal and State courts in Illinois, waive any forum non
convenience and any venue objections they might otherwise have, and agreed to accept
service of process upon them by certified mail, return receipt requested.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all together shall constitute one
and the same Agreement.
16. Captions. The descriptive headings in this Agreement are for
convenience of reference only and shall not be deemed to affect the meaning or construction
of any of the provisions hereof.
17. Further Dealings. Any dealing by or between the parties after the date
of expiration or prior termination of this Agreement shall not constitute a renewal of this
Agreement or the creation of a new agreement, but shall nevertheless be controlled by the
terms hereof.
THE COMPANY: THE DEALER MANAGER:
AMERICAN EQUITIES INCOME MERRILL WEBER & CO., INC.
FUND, INC.
By:
By: Title:
Title:
Dealer Firm CRD Number:
AEG:
States in which Firm is Registered
AMERICAN EQUITIES GROUP, INC.
By:
Title:
EXHIBIT A