CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED SELECTED DEALER AGREEMENT

 

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                                                                    EXHIBIT 10.1

 

                           Carey Financial Corporation

                              50 Rockefeller Plaza

                               New York, NY 10020

 

             CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED

 

                            SELECTED DEALER AGREEMENT

 

                               ____________, 2004

 

Ladies/Gentlemen:

 

         We have agreed to use our best efforts to sell, along with a group of

selected dealers (collectively, the "Selected Dealers") to be formed with our

assistance, up to 120,000,000 shares of common stock, par value $0.001 per share

(the "Shares") of Corporate Property Associates 16 - Global Incorporated (the

"Company"), of which 40,000,000 shares are being offered pursuant to the

Company's 2003 Distribution Reinvestment and Stock Purchase Plan (the "DRIP").

The Shares are being offered by us, as Sales Agent for the Company, and by the

Selected Dealers. The terms of the offering of the Shares (the "Offering") are

more fully described in the enclosed prospectus (the "Prospectus"), receipt of

which you hereby acknowledge.

 

         We are hereby inviting you to act as a Selected Dealer for the

Offering, subject to the other terms and conditions set forth below. You hereby

confirm that you are a member in good standing of the National Association of

Securities Dealers, Inc. (the "NASD"), that you have complied with all

applicable federal and state broker-dealer registration requirements and that

you are not a "discount broker" as that term is commonly understood in the

brokerage industry. Upon execution of this Selected Dealer Agreement (the

"Selected Dealer Agreement"), you agree to be bound by the terms and conditions

of the Sales Agency Agreement between us, as Sales Agent and the Company (the

"Sales Agency Agreement") (to the extent such terms apply to the Selected

Dealers), a copy of which is attached hereto as Exhibit A and of which this

Selected Dealer Agreement is a part.

 

         Capitalized terms used herein and not otherwise defined herein shall

have the same meaning as in the Sales Agency Agreement.

 

         Upon notification by us, you may offer the Shares at the public

offering price stated in the Prospectus, subject to the terms and conditions

hereof. The public offering price of the Shares and the amount of your Selling

Commission that is re-allowed by us to you with respect to volume sales of

Shares to single purchasers (as defined in the Prospectus) on orders of $250,000

or more shall be reduced by the amount of the Share purchase price discount. In

the case of such volume sales to single purchasers, your Selling Commission will

be reduced for each incremental Share purchase in the total volume ranges set

forth in the table below. Such reduced Share price purchase price will not

affect the amount received by the company for investment. The

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following table sets forth the reduced Share purchase price and Selling

Commission payable to you:

 

<TABLE>

<CAPTION>

                                                                 Selling Commission Per Share

          Volume Discount       Purchase Price Per Share For   on Total Sale for Incremental

            Range for a         Incremental Share In Volume               Share in

        "Single Purchaser"             Discount Range                Volume Discount Range

<S>                             <C>                             <C>

   $    2,000 -   $  250,000             $10.00                             $0.65

   $  250,001 -   $  500,000              $9.85                             $0.50

   $  500,001 -   $  750,000              $9.70                             $0.35

   $  750,001 -   $1,000,000              $9.60                             $0.25

   $1,000,001 -   $5,000,000              $9.50                             $0.15

</TABLE>

 

         As an example, a single purchaser would receive 50,380 Shares (rather

than 50,000 Shares) for his investment of $500,000 and the Selling Commission

would be $28,940. A refund will be made to the purchaser for any fractional

Shares based on the public offering price if such refund is in excess of $1.00.

In the example, $7.00 would be refunded for the fractional Share.

 

         Selling Commissions for purchases of $5,000,000 or more are negotiable

but in no event will the proceeds to the Company be less than $9.35 per Share.

We may also re-allow to you a Selected Dealer Fee of up to two percent (2%) of

the full price of each Share sold by you, if you have executed an Addendum to

this Selected Dealer Agreement related to the Selected Dealer fee. We may in our

sole discretion pay Selling Commissions of $0.50 per Share sold for Shares

purchased under the DRIP.

 

         You may elect, in your sole discretion, to not accept any Selling

Commission or Selected Dealer Fee for Shares that you sell. In that event, these

Shares shall be sold net of all Selling Commissions and Selected Dealer Fees at

a price per Share of not less than $9.15.

 

         No payment of commissions or the Selected Dealer Fee will be made in

respect of Orders (or portions thereof) which are rejected by the Company.

Selling Commissions and the Selected Dealer Fee will be paid on each Closing

Date with respect to Shares sold to purchasers whose Shares are issued on such

Closing Date. Selling Commissions and the Selected Dealer Fee will be payable

only with respect to transactions lawful in the jurisdictions where they occur.

Purchases of Shares by W. P. Carey & Co. LLC, its Affiliates or any Selected

Dealer or any of their employees shall be net of commissions.

 

         In no event shall the aggregate underwriting compensation to be paid to

us, you and the other Selected Dealers in connection with the Offering and sale

of the Shares exceed 10% of the gross proceeds of the Offering (not including

due diligence expenses of up to one-half percent of the gross proceeds of the

Offering).

 

         Orders for Shares (each an "Order") must be made during the offering

period described in the Prospectus (except for Orders made pursuant to the DRIP,

which may be made on an ongoing

 

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basis, pursuant to the terms of the DRIP). An order form, in the form attached

to the Prospectus, (each an "Order Form") must be used in placing an Order for

investors residing in certain states and, for all other investors, Orders may be

placed through such procedures as are normally used by you for the sale of REIT

shares and agreed to by the Company. Persons desiring to purchase Shares are

required to comply with such procedures and, in certain states, to execute or

have executed on their behalf one copy of the Order Form. Subscribers purchasing

shares by check must make such checks payable to the Escrow Agent. By noon of

the business day following receipt of funds by you, either by check or by a

sweep of customer accounts, you will deliver via overnight delivery service a

check payable to Deutsche Bank Trust Company Americas, Escrow Agent, or other

acceptable form of payment, for the full amount of each Order along with an

Order Form for each such Order and a list showing the name, address and

telephone number of, the social security number or taxpayer identification

number of, the number of Share