Client Referrals Agreement
Ministry Partners Investment Company, LLC
915 W. Imperial Highway
Brea, California 92821
December 8, 2023
[INVESTMENT ADVISER]
[Address]
Re: Master Client Referrals Agreement
Ladies and Gentlemen:
This letter confirms and comprises the agreement (this “Agreement”) between Ministry Partners Investment Company, LLC., a California limited liability company (the “Issuer”), Ministry Partners Securities, LLC, a Delaware limited liability company (“Managing Broker Dealer”) and [Registered Investment Adviser], a [ ] (the “Adviser”), regarding the offering and sale by the Issuer of up to $200,000,000 of the Issuer’s 2024 Debt Certificates (the “Securities”) offered under the Registration Statement on Form S-1 filed on November 17, 2023 (the “Offering”), as supplemented or amended from time to time.
1. | Purchase of Securities by the Adviser or the Adviser’s Clients. |
The representations and warranties made in this Section 2 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Issuer will immediately notify the Adviser in writing of the fact which makes the representation or warranty untrue.
3. | Covenants of the Issuer. The Issuer agrees that: |
4. | Duties and Obligations of the Adviser. |
The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Adviser will immediately notify the Issuer in writing of the fact which makes the representation or warranty untrue.
6. | Duties and Obligations of the Managing Broker-Dealer. |
The representations and warranties made in this Section 7 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Managing Broker-Dealer will immediately notify the Adviser in writing of the fact which makes the representation or
warranty untrue.
Any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as from time to time it is amended and supplemented), or in any application or other document filed in any jurisdiction in order to qualify the Securities for registration or qualification requirements of the securities laws thereof;
The omission or alleged omission from the Prospectus (as from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the statements therein not misleading unless known to the Adviser;
The failure of the Issuer to comply with any of the applicable provisions of the Securities Act, the Exchange Act, or the regulations thereunder, or any applicable state laws or regulations;
Any unauthorized verbal or written representations in connection with the Offering made by the Issuer or its agents (other than by the Adviser or its employees or affiliates), employees or affiliates in violation of the Securities Act, or any other applicable federal or state securities laws and regulations; or
The breach by the Issuer of any term, condition, representation, warranty or covenant of this Agreement.
Any unauthorized verbal or written representations in connection with the Offering made by the Adviser (other than by the Issuer or its employees or affiliates), or the Adviser’s representatives, employees, or affiliates in violation of the Securities Act, or any other applicable federal or state securities laws and regulations;
The Adviser’s failure to comply with any of the applicable provisions of the Securities Act, the Exchange Act, the Investment Advisers Act, applicable requirements and rules of FINRA, or any applicable state laws or regulations;
The breach by the Adviser of any term, condition, representation, warranty, or covenant of this Agreement; or
The failure by any investor in the Securities to comply with the suitability standards set forth in the Prospectus.
If the foregoing correctly sets forth the understanding among the Adviser and the Issuer, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Issuer in the envelope provided for this purpose, whereupon this letter agreement shall constitute a binding agreement among us.
Very truly yours,
By:
AGREED AND ACCEPTED:
ADVISER:
By: _____________________________________
Name: _____________________________________
Title: _____________________________________
MANAGING BROKER DEALER:
By: _____________________________________
Name: _____________________________________
Title: _____________________________________