Exhibit 1(c)
ATLAS AMERICA PUBLIC #11-2002 LTD.
SELECTED INVESTMENT ADVISOR AGREEMENT
SELECTED INVESTMENT ADVISOR AGREEMENT
TABLE OF CONTENTS
Page
1. Description of Units....................................................1
2. Representations, Warranties and Agreements of the Managing
General Partner.........................................................1
3. Purchase of Units.......................................................2
4. Compensation to SIA.....................................................5
5. Association of the Partnership with Other Advisors and Dealers..........5
6. Conditions of the SIA's Obligations.....................................5
7. Conditions to the Managing General Partner's Obligations................5
8. Covenants of the SIA....................................................6
9. Covenants of the Managing General Partner...............................6
10. Payment of Costs and Expenses...........................................7
11. Indemnification.........................................................7
12. Representations and Agreements to Survive Delivery......................8
13. Term of Agreement.......................................................8
14. Notices.................................................................8
15. Successors..............................................................9
16. Miscellaneous...........................................................9
EXHIBIT A TO SELECTED INVESTMENT ADVISOR AGREEMENT OF ATLAS AMERICA PUBLIC
#11-2002 LTD.
SELECTED INVESTMENT ADVISOR AGREEMENT
RE: ATLAS AMERICA PUBLIC #11-2002 LTD.
THIS SELECTED INVESTMENT ADVISOR AGREEMENT, which is referred to as the
"Agreement" is made and entered into as of the day indicated on Exhibit A
attached hereto and by this reference incorporated herein, between Atlas
Resources, Inc., which is referred to as the "Managing General Partner," on
behalf of Atlas America Public #11-2002 Ltd., and the selected investment
advisor (the "SIA") identified in Exhibit A hereto.
1. Description of Units. The Managing General Partner has formed a limited
partnership known as Atlas America Public #11-2002 Ltd., which is
referred to as "the "Partnership," which will issue and sell the Units
in the Partnership, which are referred to as the "Units," at a price of
$10,000 per Unit. Subject to the receipt and acceptance by the Managing
General Partner of the minimum subscription proceeds of $1,000,000, the
Managing General Partner may break escrow and use the subscription
proceeds for the Partnership's drilling activities, which is referred
to as the "Initial Closing Date."
No subscriptions to the Partnership will be accepted after whichever of
the following events occurs first, which is referred to as the
"Offering Termination Date":
o receipt of the maximum subscriptions of $40,000,000; or
o December 31, 2002.
2. Representations, Warranties and Agreements of the Managing General
Partner. The Managing General Partner represents and warrants to and
agrees with you that:
(a) The Partnership has a currently effective registration
statement on Form S-1, including a final prospectus, for the
registration of the Units under the Securities Act of 1933, as
amended, which is referred to as the "Act." Such registration
statement, as it may be amended, and the prospectus and
exhibits on file with the SEC, as well as any post-effective
amendments or supplements to such registration statement or
prospectus after the effective date of registration, being
herein respectively referred to as the "Registration
Statement" and the "Prospectus."
(b) The Managing General Partner shall provide to you for delivery
to all offerees and purchasers and their representatives the
information and documents that the Managing General Partner
deems appropriate to comply with the Act and applicable state
securities acts, which are referred to as the "Blue Sky" laws.
(c) The Units when issued will be duly authorized and validly
issued as set forth in the Amended and Restated Certificate
and Agreement of Limited Partnership of the Partnership, which
is referred to as the "Partnership Agreement," included as
Exhibit (A) to the Prospectus and subject only to the rights
and obligations set forth in the Partnership Agreement or
imposed by the laws of the state of the Partnership's
formation or of any jurisdiction to the laws of which the
Partnership is subject.
(d) The Partnership was duly formed under the laws of the State of
Delaware and is validly existing as a limited partnership in
good standing under the laws of Delaware with full power and
authority to own its properties and conduct its business as
described in the Prospectus. The Partnership will be qualified
to do business as a limited partnership or similar entity
offering limited liability in those jurisdictions where the
Managing General Partner deems the qualification necessary to
assure limited liability of the limited partners.
(e) The Prospectus, as supplemented or amended, does not contain
an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements in the
Prospectus, in the light of the circumstances under which they
are made, not misleading.
3. Purchase of Units.
(a) The SIA represents and warrants and agrees with the Managing
General Partner that it is an entity, as designated in Exhibit
A hereto, organized and presently in good standing in the
state or states designated in Exhibit A hereto, presently
registered as an investment advisor under the Investment
Advisers Act of 1940, as amended, and presently registered or
licensed as an investment advisor by the appropriate
regulatory agency of each state in which the SIA has clients,
or it is exempt from such registration requirements.
(b) Subject to the terms and conditions herein set forth, the
Managing General Partner hereby makes available for purchase
by the clients of the SIA a portion of the Units. The SIA
hereby covenants, warrants and agrees that, in regard to any
purchase of the Units by its clients, it will comply with all
of the terms and conditions of the Prospectus, all applicable
state and federal laws, including the Securities Act of 1933,
as amended, the Investment Advisers Act of 1940, as amended,
and any and all regulations and rules pertaining thereto,
heretofore or hereafter issued by the SEC. Neither the SIA nor
any other person shall have any authority to give any
information or make any representations in connection with the
Units other than as contained in the Registration Statement
and Prospectus, as amended and supplemented and as is
otherwise expressly authorized in writing by the Managing
General Partner.
(c) Clients of the SIA may, following receipt of written notice by
the SIA from the Managing General Partner of the effective
date of the Registration Statement, purchase the Units
according to all such terms as are contained in the
Registration Statement and the Prospectus. The SIA shall
comply with all requirements set forth in the Registration
Statement and the Prospectus. The SIA shall use and
distribute, in connection with the Units, only the Prospectus
and such sales literature which shall conform in all respects
to any restrictions of local law and the applicable
requirements of the Securities Act of 1933, as amended, and
which has been approved in writing by the Managing General
Partner. The Managing General Partner reserves the right to
establish such additional procedures as it may deem necessary
to ensure compliance with the requirements of the Registration
Statement, and the SIA shall comply with all such additional
procedures to the extent that it has received written notice
thereof.
(d) All monies received for purchase of any of the Units shall be
forwarded by the SIA to the Managing General Partner for
delivery to PNC Bank (the "Escrow Agent"), where such monies
will be deposited in an escrow account established by the
Managing General Partner solely for such subscriptions, except
that, until such time (if any) that such monies are
deliverable to the Managing General Partner pursuant to the
Escrow Agreement between the Managing General Partner and the
Escrow Agent, the SIA shall return any check not made payable
to PNC Bank as Escrow Agent for Atlas America Public #11-2002
Ltd. directly to the subscriber who submitted the check.
Subscriptions will be executed as described in the
Registration Statement or as directed by the Managing General
Partner. Each SIA receiving a subscriber's check will deliver
such check to the Escrow Agent no later than the close of
business of the first business day after receipt of the
subscription documents by the SIA.
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(e) During the term of this Agreement the Managing General Partner
shall have full authority to take such action as it may deem
advisable in respect to all matters pertaining to the
performance of the SIA under this Agreement.
(f) The Units may be purchased by clients of the SIA only where
the Units may be legally offered and sold, only by such
persons in such states who shall be legally qualified to
purchase the Units, and only by such persons in such states in
which the SIA is registered as an investment advisor or exempt
from any applicable registration requirements.
(g) The SIA shall have no obligation under this Agreement to
advise its clients to purchase any of the Units.
(h) The SIA will use every reasonable effort to assure that Units
are purchased only by investors who:
(i) meet the investor suitability standards, including
the minimum income and net worth standards
established by the Managing General Partner and set
forth in the Prospectus, and minimum purchase
requirements set forth in the Prospectus;
(ii) can reasonably benefit from an investment in the
Partnership based on each prospective investor's
overall investment objectives and portfolio
structure;
(iii) are able to bear the economic risk of the investment
based on each prospective investor's overall
financial situation;
(iv) have apparent understanding of the fundamental risks
of the investment; the risk that the prospective
investor may lose the entire investment; the lack of
liquidity of the Units; the restrictions on
transferability of the Units; the background and
qualifications of the employees and agents of the
Managing General Partner; and the tax consequences of
an investment in the Units; and
(v) the SIA will make the determinations required to be
made by it pursuant to subparagraph (h) based on
information it has obtained from each prospective
investor, including, at a minimum, but not limited
to, the prospective investor's age, investment
objectives, investment experience, income, net worth,
financial situation, other investments of the
prospective investor, as well as any other pertinent
factors deemed by the SIA to be relevant.
(i) In addition to complying with the provisions of subparagraph
(h) above, and not in limitation of any other obligations of
the SIA to determine suitability imposed by state or federal
law, the SIA agrees that it will comply fully with the
following provisions:
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(i) the SIA shall have reasonable grounds to believe,
based on information provided by the investor
concerning, his investment objectives, other
investments, financial situation and needs, and upon
any other information known by the SIA, that each
client of the SIA that purchases Units is or will be
in a financial position appropriate to enable him to
realize to a significant extent the benefits
(including tax benefits) of an investment in the
Units, each client of the SIA that purchases Units
has a fair market net worth sufficient to sustain the
risks inherent in an investment in the Units
(including potential loss and lack of liquidity), and
the Units otherwise are or will be a suitable
investment for each client of the SIA that purchases
Units, and the SIA shall maintain files disclosing
the basis upon which the determination of suitability
was made;
(ii) the SIA shall not execute any transaction involving
the purchase of Units in a discretionary account
without prior written approval of the transactions by
the investor;
(iii) the SIA shall have reasonable grounds to believe,
based upon the information made available to it, that
all material facts are adequately and accurately
disclosed in the Registration Statement and provide a
basis for evaluating the Units;
(iv) in making the determination set forth in subparagraph
(iii) above, the SIA shall evaluate items of
compensation, physical properties, tax aspects,
financial stability and experience of the sponsor,
conflicts of interest and risk factors, appraisals,
as well as any other information deemed pertinent by
it; and
(v) the SIA shall inform each prospective investor of all
pertinent facts relating to the liquidity and
marketability of the Units.
(j) The SIA agrees to retain in its files, for a period of at
least six years, information which will establish that each
purchaser of Units falls within the permitted class of
investors.
(k) The SIA either:
(i) shall not purchase Units for its own account; or
(ii) shall hold for investment any Units purchased for its
own account.
(l) The SIA hereby confirms that it is familiar with Securities
Act Release No. 4968 and Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, relating to the distribution
of preliminary and final prospectuses, and confirms that it
has complied and will comply therewith.
(m) The SIA shall deliver a copy of Section 260.141.11 of the
California Corporate Securities Law of 1968 to each client of
the SIA that purchases Units and resides in California.
(n) A sale of Units shall be deemed to be completed only after the
Managing General Partner receives a properly completed
Subscription Agreement for Units from the SIA evidencing the
fact that the investor had received a final Prospectus for a
period of not less than five full business days, together with
payment of the full purchase price of each purchased Unit from
a buyer who satisfies each of the terms and conditions of the
Registration Statement and Prospectus, and only after such
Subscription Agreement has been accepted in writing by the
Company.
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(o) Clients of an SIA who have been advised by the SIA on an
ongoing basis regarding investments other than in the
Partnership, and who are not being charged by such SIA,
through the payment of commissions or otherwise, direct
transaction based fees in connection with the purchase of the
Units, shall purchase the Units net of the 7% Sales
Commissions, at a per Unit purchase price of $9,300.
4. Compensation to SIA. The Managing General Partner shall pay no fees,
commissions, or other compensation to the SIA.
5. Association of the Partnership with Other Advisors and Dealers. It is
expressly understood between the Managing General Partner and the SIA
that the Partnership may cooperate with broker/dealers who are
registered as broker/dealers with the National Association of
Securities Dealers, Inc. (the "NASD") or with other investment advisors
registered under the Investment Advisers Act of 1940, as amended. Such
broker/dealers and investment advisors may enter into agreements with
the Partnership on terms and conditions identical or similar to this
Agreement and shall receive such rates of commission or other fees as
are agreed to between the Managing General Partner and the respective
broker/dealers and investment advisors and as are in accordance with
the terms of the Registration Statement.
6. Conditions of the SIA's Obligations. The SIA's obligations hereunder
are subject, during the term of this Agreement and the offering, to:
(a) the performance by the Managing General Partner of its
obligations hereunder and compliance by the Managing General
Partner with the covenants set forth in Section 7 hereof; and
(b) the conditions that:
(i) the Registration Statement shall become and remain
effective; and
(ii) no stop order shall have been issued suspending the
effectiveness of the Offering.
7. Conditions to the Managing General Partner's Obligations. The
obligations of the Managing General Partner hereunder are subject,
during the term of this Agreement and the offering, to the conditions
that:
(a) at the effective date of the Registration Statement and
thereafter during the term of this Agreement while any Units
remain unsold, the Registration Statement shall remain in full
force and effect authorizing the offer and sale of the Units;
(b) no stop order suspending the effectiveness of the offering or
other order restraining the offer or sale of the Units shall
have been issued nor proceedings therefor initiated or
threatened by any state regulatory agency or the SEC; and
(c) the SIA shall have satisfactorily performed all of its
obligations hereunder and complied with the covenants set
forth in Section 6 hereof.
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8. Covenants of the SIA. The SIA covenants, warrants and represents,
during the term of this Agreement, that:
(a) The SIA is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and registered or
licensed as an investment advisor by the appropriate
regulatory agency of each state in which the advisor has
clients, or it is exempt from such registration requirements.
(b) Neither the SIA nor any person associated with the SIA is
registered as a broker/dealer or registered representative
with the NASD.
(c) The SIA shall comply with all applicable federal and state
securities laws, including, without limitation, the disclosure
requirements of the Investment Advisers Act of 1940, as
amended, and the provisions thereof requiring disclosure of
the existence of this Agreement and the compensation to be
paid to the SIA hereunder.
(d) The SIA shall maintain the records required by Section 204 of
the Investment Advisers Act of 1940, as amended, and Rule
204-2 thereunder in the form and for the periods required
thereby.
9. Covenants of the Managing General Partner. The Managing General Partner
covenants, warrants and represents, during the full term of this
Agreement, that:
(a) It shall use its best efforts to maintain the effectiveness of
the Registration Statement and to file such applications or
amendments to the Registration Statement as may be reasonably
necessary for that purpose.
(b) It shall inform the SIA whenever and as soon as it receives or
learns of any order issued by the SEC, any state regulatory
agency or any other regulatory agency which suspends the
effectiveness of the Registration Statement or prevents the
use of the Prospectus or which otherwise prevents or suspends
the offering or sale of the Units, or receives notice of any
proceedings regarding any such order.
(c) It shall use its best efforts to prevent the issuance of any
order described in subparagraph (b) hereof and to obtain the
lifting of any such order if issued.
(d) It shall give the SIA written notice when the Registration
Statement becomes effective and shall deliver to the SIA such
number of copies of the Prospectus, and any supplements and
amendments thereto, which are finally approved by the SEC, as
the SIA may reasonably request for sale of the Units.
(e) It shall promptly notify the SIA of any post-effective
amendments or supplements to the Registration Statement or
Prospectus, and shall furnish the SIA with copies of any
revised Prospectus and/or supplements and amendments to the
Prospectus.
(f) It shall keep the SIA fully informed of any material
development to which the Partnership is a party or which
concerns the business and condition of the Partnership.
(g) It shall use its best efforts to cause, at or prior to the
time the Registration Statement becomes effective, the
qualification of the Units for offering and sale under the
securities laws of such states as the Partnership shall elect.
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10. Payment of Costs and Expenses. The SIA shall pay all costs and expenses
incident to the performance of its obligations under this Agreement.
11. Indemnification.
(a) The SIA shall indemnify and hold harmless the Managing General
Partner, the Partnership and its attorneys against any losses,
claims, damages or liabilities, joint or several, to which
they may become subject under the Act, the Act of 1934, or
otherwise insofar as the losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based on the SIA's breach of any of its duties and
obligations, representations, or warranties under the terms or
provisions of this Agreement (including but not limited to an
untrue statement or alleged untrue statement of a material
fact, or any omission or alleged omission of a material fact,
other than a statement, omission, or alleged omission by the
SIA which is also, as the case may be, contained in or omitted
from the Prospectus or the Registration Statement and which
statement or omission was not based on information supplied to
the Managing General Partner by such SIA) or the negligence,
malpractice or malfeasance of the SIA; and the SIA shall
reimburse them for any legal or other expenses reasonably
incurred in connection with investigating or defending the
losses, claims, damages, liabilities, or actions.
(b) The Managing General Partner shall indemnify and hold the SIA
harmless against any losses, claims, damages or liabilities,
joint or several, to which the SIA may become subject under
the Act, the Act of 1934, or otherwise insofar as the losses,
claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based on the Managing General
Partner's breach of any of its duties and obligations,
representations, or warranties under the terms or provisions
of this Agreement, and the Managing General Partner shall
reimburse the SIA for any legal or other expenses reasonably
incurred in connection with investigating or defending the
losses, claims, damages, liabilities, or actions.
(c) The foregoing indemnity agreements shall extend on the same
terms and conditions to, and shall inure to the benefit of,
each person, if any, who controls each indemnified party
within the meaning of the Act.
(d) Promptly after receipt by an indemnified party of notice of
the commencement of any action, the indemnified party shall,
if a claim in respect of the action is to be made against an
indemnifying party under this Section, notify the indemnifying
party in writing of the commencement of the action; but the
omission to promptly notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may
have to any indemnified party. If any action is brought
against an indemnified party, it shall notify the indemnifying
party of the commencement of the action, and the indemnifying
party shall be entitled to participate in, and, to the extent
that it wishes, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with
counsel satisfactory to the indemnified and indemnifying
parties. After the indemnified party has received notice from
the agreed on counsel that the defense of the action under
this paragraph has been assumed, the indemnifying party shall
not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection
with the defense of the action other than with respect to the
agreed on counsel who assumed the defense of the action.
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12. Representations and Agreements to Survive Delivery. All
representations, warranties, and agreements of the Managing General
Partner and the SIA in this Agreement, including the indemnity
agreements contained in Section 9 of this Agreement, shall:
(a) survive the delivery, execution and closing of this Agreement;
(b) remain operative and in full force and effect regardless of
any investigation made by or on behalf of the SIA or any
person who controls the SIA within the meaning of the Act, or
by the Managing General Partner, or any of its officers,
directors, or any person who controls the Managing General
Partner within the meaning of the Act, or any other
indemnified party; and
(c) survive delivery of the Units.
13. Term of Agreement.
(a) This Agreement shall become effective on the date on which
this Agreement is executed by the Managing General Partner and
the SIA. The SIA and the Managing General Partner may each
prevent this Agreement from becoming effective, without
liability to the other, by written notice before the time this
Agreement otherwise would become effective.
(b) After this Agreement becomes effective, either party may
terminate it at any time for any reason by giving 30 days'
written notice to the other party; provided, however, that
this Agreement shall in any event automatically terminate at
the first occurrence of any of the following events:
(i) the Registration Statement for offer and sale of the
Units shall cease to be effective;
(ii) the offering shall be terminated; or
(iii) the SIA's license or registration to act as an
investment advisor shall be revoked or suspended by
any federal, self-regulatory or state agency and such
revocation or suspension is not cured within 10 days
from the date of such occurrence. In any event, this
Agreement shall be deemed suspended during any period
for which such license is revoked or suspended.
14. Notices.
(a) All notices or communications under this Agreement, except as
otherwise specifically provided, shall be in writing.
(b) Any notice or communication sent by the Managing General
Partner to the SIA shall be mailed, delivered, or sent by
facsimile, e-mail or telegraph, and confirmed to the SIA to
the person whose name and address are identified in Exhibit A
hereto.
(c) Any notice or communication sent by the SIA to the Managing
General Partner or the Partnership shall be mailed, delivered,
or sent by facsimile, e-mail or telegraph, and confirmed at
000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000.
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15. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and shall not be assigned or transferred
by the SIA by operation of law or otherwise.
16. Miscellaneous.
(a) This Agreement shall be construed in accordance with the
applicable laws of the State of Pennsylvania.
(b) Nothing in this Agreement shall constitute the SIA as in
association with or in partnership with the Managing General
Partner or the Partnership.
(c) This Agreement, including Exhibit A hereto, embodies the
entire understanding, between the parties to the Agreement,
and no variation, modification or amendment to this Agreement
shall be deemed valid or effective unless it is in writing and
signed by both parties hereto.
(d) If any provision of this Agreement shall be deemed void,
invalid or ineffective for any reason, the remainder of the
Agreement shall remain in full force and effect.
(e) This Agreement may be executed in counterpart copies, each of
which shall be deemed an original but all of which together
shall constitute one and the same instrument comprising this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year indicated on Exhibit A hereto.
SELECTED INVESTMENT ADVISOR PARTNERSHIP
ATLAS AMERICA PUBLIC #11-2002 LTD.
----------------------------------
(Name of SIA)
By: Atlas Resources, Inc.
Managing General Partner
By: By:
----------------------------- ------------------------------------
Print Name: Xxxx X. Xxxxxxxxx, Senior Vice
------------------ President - Direct Participation
Programs
Title:
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Witness:
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EXHIBIT A
TO
SELECTED INVESTMENT ADVISOR AGREEMENT
OF
ATLAS AMERICA PUBLIC #11-2002 LTD.
This Exhibit A is attached to and made a part of that certain Selected
Investment Advisor Agreement, dated as of the ______ day of _______, 2002, by
and between Atlas Resources, Inc., which is referred to as the "Managing General
Partner," on behalf of Atlas America Public #11-2002 Ltd. as the Partnership,
and ____________________________, as the RIA.
1. Date of Agreement:
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2. Identity of RIA:
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Name:
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Type of Entity:
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(To be completed by the RIA, e.g., corporation,
partnership or sole proprietorship.)
State Organized in:
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(To be completed by XXX.)
Qualified To Do Business and in Good Standing in the Following Jurisdictions
(including your state of organization). (Note: Qualification to do business in
any jurisdiction is generally a requirement imposed by the secretary of state or
other authority of jurisdictions in which you do business, and is not related to
your holding a license as an investment advisor in such jurisdictions. Questions
concerning this matter should be directed to your legal counsel.)
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(To be completed by the RIA)
Registered as an Investment Advisor in the following States:
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(To be completed by the RIA)
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3. Name and Address for Notice Purposes (see Paragraph 12 of Agreement):
Name:
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Title:
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Company:
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Address:
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City, State and Zip Code:
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Telephone Number (including area code):
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4. Please complete the following for our records:
(a) How many registered investment advisors are with your
firm?__________________ PLEASE ENCLOSE A CURRENT LIST. ALL
INFORMATION WILL BE HELD IN CONFIDENCE.
(b) Does your firm publish a newsletter? Yes No
----- ----
What is/are the frequency of the publication(s)?
Weekly Monthly Quarterly
----- ----- -----
Bi-weekly Bi-monthly Other (please specify)
----- ----- -----
PLEASE PLACE XXxxxxxxxx@xxxxxxxxxxxx.xxx ON YOUR MAILING LIST
AND PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(c) Does your firm have regular internal mailings, or bulk package
mailings to its registered investment advisors?
Yes No
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PLEASE PLACE XXxxxxxxxx@xxxxxxxxxxxx.xxx ON YOUR MAILING LIST
AND PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(d) Does your firm have a computerized electronic mail (E-Mail)
system for your registered investment advisors?
Yes No
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If so, please provide e-mail address:
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(e) Website address:
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Person responsible:
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