ATEL CAPITAL EQUIPMENT FUND XI, LLC
SELECTED DEALERS AGREEMENT
San Francisco, California
___________, 200_
Gentlemen:
The undersigned, ATEL Securities Corporation (the "Dealer Manager"),
has entered into an agreement (the "Selling Agreement") with ATEL CAPITAL
EQUIPMENT FUND XI, LLC, a California limited liability company (the "Fund") and
the Manager, ATEL Financial Services, LLC (the "Manager") pursuant to which the
undersigned has agreed to use its best efforts to form and manage, as Dealer
Manager, a group of securities dealers (the "Soliciting Dealers") for the
purpose of soliciting offers for the purchase of units of limited liability
company interest ("Units") in the Fund. The terms of the offering are set forth
in the Fund's Registration Statement No. 333-__________, on Form S-1 which was
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "1933 Act"). Such registration
statement in the form in which it became effective is referred to herein as the
"Registration Statement" and the prospectus included therein, in the form in
which it became effective and in the form as first filed with the Commission
pursuant to its Rule 424, is referred to herein as the "Prospectus." The terms
used but not otherwise defined in this Agreement have the same meanings as in
the Prospectus.
You are invited to become one of the Soliciting Dealers and by your
confirmation hereof you agree to act in such capacity and to use your best
efforts, in accordance with the following terms and conditions, to find
purchasers for the Units. You hereby confirm that you are a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD").
l. You hereby agree to solicit, as an independent contractor and not as
our agent or as an agent of the Fund or the Manager, persons acceptable to the
Manager to enter into the Subscription Agreement in the form attached to the
Prospectus. Until such time as subscription proceeds for a total of not less
than 120,000 Units are received, accepted and deposited with the escrow agent,
all subscription checks shall be payable to "U. S. Bank - ACEF XI Escrow." All
Subscription Agreements solicited by you shall be transmitted promptly to the
Dealer Manager in accordance with the instructions set forth in the Subscription
Agreements, and all funds received by you with respect to any Subscription
Agreement shall be promptly transmitted to the Dealer Manager. As used herein
the term "promptly transmitted" shall have the meaning set forth in Rule 15c2-4
under the Securities Exchange Act of 1934 (the "1934 Act"), as interpreted in
NASD Notice to Members 84-64. You hereby agree to comply in full with such NASD
Notice to Members 84-64, as it may be amended from time to time. We in turn will
transmit subscriptions and funds received during the escrow period to the escrow
agent not later than noon of the second business day following receipt of same
by us. After subscriptions for a minimum of 120,000 Units have been received,
accepted and deposited with the escrow agent, and subscription proceeds are
thereafter released to the Fund pursuant to the terms of the escrow agreement,
all further subscription checks shall be payable directly to the Fund. No
Subscription Agreement shall be effective unless and until accepted by the
Manager, and in no event will a subscription be effective until five days after
the investor has received a Prospectus.
You agree that you will:
(a) (i) diligently make inquiries as required by law of all
prospective investors in order to ascertain whether a purchase
of Units is suitable for the investors and (ii) inform each
prospective investor of all pertinent facts relating to the
liquidity and marketability of the Units during the term of
the investment;
1
(b) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning his
investment objectives, other investments, financial situation
and needs, and any other information known by you, that:
(i) the participant is or will be in a
financial position appropriate to enable him to
realize to a significant extent the benefits
described in the Prospectus;
(ii) the participant has a fair market net
worth sufficient to sustain the risks inherent in the
program, including loss of investment and lack of
liquidity; and
(iii) the program is otherwise suitable for
the participant;
(c) maintain copies of all Subscription Agreements and
information relating to suitability determinations in your
records for the longer of (i) six years from the date of
investment, (ii) the period prescribed by Rule 17a-4 under the
1934 Act, or (iii) the period required by applicable state
blue sky laws;
(d) execute no transaction in a discretionary account without
prior written approval of the transaction by the investor; and
(e) comply in all respects with the Conduct Rules of the NASD
in the conduct of the offering of Units.
Furthermore, you expressly agree to be bound by the escrow agreement
executed by the Fund for the deposit of subscription proceeds pending receipt
and acceptance of subscriptions for a minimum of 120,000 Units.
All subscriptions solicited by you will be strictly subject to
confirmation by us and acceptance thereof by the Fund and we, the Fund and the
Manager, reserve the right in our and its uncontrolled discretion to reject any
such subscription and to accept or reject subscriptions in the order of their
receipt by the Fund or otherwise. A sale of a Unit shall be deemed to be
completed only after (i) the Fund receives a properly completed subscription
agreement from the Soliciting Dealer, 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; (ii) a period of five
days has passed following the receipt by the investor of a Prospectus; and (iii)
such subscription agreement has been accepted in writing by the Manager. Neither
you nor any other person is authorized to give any information or make any
representation other than those contained in the Prospectus or in any
supplemental sales literature furnished by the Dealer Manager or the Fund for
use in making solicitations in connection with the offer and sale of the Units.
Upon release by us, you may offer the Units at the public offering
price, subject to the terms and conditions hereof.
2. We understand that the Fund will provide you with such number of
copies of the enclosed Prospectus and such number of copies of amendments and
supplements thereto as you may reasonably request. In this connection, the Fund
and the Manager have represented and warranted to us that the Registration
Statement and the Prospectus, and all amendments or supplements thereto, will
contain all statements which are required to be stated therein in accordance
with the 1933 Act and the Rules and Regulations thereunder, and neither the
Registration Statement nor the Prospectus, nor any amendment or supplement
thereto, will contain any untrue statement of a material fact or omit any
material fact required to be stated therein or necessary to make the statements
therein not misleading. It is understood by the Fund and the Manager that
Section (b)(3) of Rule 2810 of the Conduct Rules of the NASD requires that you
determine that all material facts relating to the subject offering are
2
adequately and accurately disclosed to prospective subscribers and provide a
basis for evaluating the offering, and the Fund and the Manager therefore have
specifically represented and warranted to us that:
(a) all items of compensation payable to them and their affiliates are
and will be set forth in the Prospectus under the caption "Management
Compensation";
(b) all types of Equipment to be acquired by the Fund are and will be
described in the Prospectus under the caption "Investment Objectives
and Policies - Types of Equipment" or in a supplement to be included
inside the back cover of the Prospectus;
(c) all material tax aspects are and will be set forth in the
Prospectus under the captions "Income Tax Consequences" and "Risk
Factors";
(d) the financial position and business experience of the Manager and
of those affiliates of the Manager who are of relevance to the subject
offering are and will be accurately and adequately reflected in the
Prospectus under the captions "Management" and "Prior Performance
Summary";
(e) all material conflicts of interest and risk factors are and will be
set forth in the Prospectus under the captions "Conflicts of Interest"
and "Risk Factors"; and
(f) all pertinent facts relating to the liquidity and marketability of
the Units are and will be set forth in the Prospectus under the
captions "Risk Factors - Limited Transferability of Units" and "Summary
of the Limited Liability Company Operating Agreement - Transferability
of Units."
We also understand that the Fund may provide you with certain
supplemental sales material to be used by you in connection with the
solicitation of Units in the Fund. We will comply with the filing requirements
of Section 2210(c)(2) of the NASD Conduct rules with respect to any
advertisements or sales literature to be used as supplemental sales material in
connection with the solicitation of Units. You agree not to use any
advertisement or sales literature, as those terms are defined in Section 2210(a)
of the NASD Conduct Rules, as supplemental sales literature in the solicitation
of Units except to the extent such materials are provided by us or we have given
our prior written approval for use of such materials. In the event you elect to
use supplemental sales material, you agree that such material shall not be used
in connection with the solicitations of Units unless accompanied or preceded by
the Prospectus as then currently in effect and as it may be amended or
supplemented in the future, unless you are notified by us that such material has
been prepared and cleared for use in compliance with the SEC's Rule 134. Upon
your request, we will furnish to you information necessary to confirm the
continued fairness, accuracy, and completeness of the Prospectus in all material
respects during the offering period.
We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the offering. We shall be
under no liability to you except for lack of good faith and for obligations
expressly assumed by us in this Agreement. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not
constitute, a waiver by you of compliance with any provision of the 1933 Act, or
of the rules and regulations thereunder.
You confirm that you are familiar with Securities Act Release No. 4968
and Rule l5c2-8 under the 1934 Act, relating to the distribution of preliminary
and final prospectuses, and confirm that you have complied and will comply
therewith. We will make available to you, to the extent they are made available
to us by the Fund, such number of copies of the Prospectus as you may reasonably
request for the purposes contemplated by the 1933 Act and the applicable rules
and regulations thereunder.
You agree that you will exercise due diligence in determining that all
material facts are adequately and accurately disclosed in the Prospectus. For
purposes of compliance with Sections (b)(3)(A) and (B) of Rule 2810 of the
Conduct Rules of the NASD regarding due diligence, it is understood and agreed
that you may rely upon the results of an inquiry conducted by another member or
members of the NASD, provided that:
3
(i) you have reasonable grounds to believe that such inquiry
was conducted with due care;
(ii) the results of the inquiry were provided to you with the
consent of the member or members conducting or directing the inquiry;
and
(iii) no member that participated in the inquiry is a sponsor
of the Fund or an Affiliate of such sponsor.
3. We will be entitled to receive from the Fund a selling commission
equal to 9% of the Gross Proceeds. For your services hereunder, subject to the
condition that Subscription Agreements for a minimum of 120,000 Units have been
received and accepted by the Manager by the termination date of the offering,
you will receive from us a selling commission equal to 7.5% of the proceeds from
all Subscription Agreements solicited by you and accepted by the Manager. It is
understood and agreed that no reimbursement will be made for any due diligence
expenses unless they represent bona fide due diligence expenses incurred by you,
such expenses are documented by itemized invoice and such invoice is delivered
to us by the earlier of a date 90 days after notice of termination of the
offering of Units or a date two years from the date the offering commences.
In the event that a sale of Units for which you have solicited a
Subscription Agreement shall not occur, whether by reason of the failure of any
condition specified herein or in the Subscription Agreement or the Selling
Agreement, rejection of the subscription by the Fund or otherwise, no payment
with respect to such Unit shall be made to you. Further, it is understood and
agreed that we shall be under no obligation to make payment to you, and you
expressly waive payment, of any commission hereunder except to the extent that
we shall have first received from the Fund the selling commission to which we
are entitled in connection with the subject transaction. Any payment to you will
be payable only with respect to transactions lawful in the jurisdictions where
they occur.
We as Dealer Manager may, in our discretion, permit the Manager, a
Soliciting Dealer or any Affiliate or employee of any of the foregoing or
certain clients of registered investment advisors to purchase Units net of the
7.5% retail selling commissions at a per Unit price of $9.25, as more
specifically described in the Prospectus under "Plan of Distribution -
Investments by Certain Persons." Any such sale of Units net of retail
commissions will only be permitted if and to the extent that the Soliciting
Dealer which would otherwise be entitled to a selling commission on any such
transaction agrees to such terms. Therefore, we will by separate letter
agreement establish the amount of selling commission, if any, on transactions
for which you would otherwise be entitled to the full selling commission, but
which are eligible for the reduction. It shall be your responsibility to notify
your Affiliates and employees as to the amount, if any, by which you agree to
reduce compensation otherwise payable to you.
As described in the Prospectus, we may from time to time during the
offering establish a non-cash sales incentive bonus program, subject to prior
NASD approval and compliance with all applicable NASD rules and procedures.
4. This Agreement may be terminated by us or by you at any time upon
five days' written notice.
5. In soliciting persons to acquire the Units, you agree to comply with
any applicable requirements of the 1933 Act, the 1934 Act, the published rules
and regulations thereunder and the Conduct Rules of the NASD and, in particular,
you agree that you will not give any information or make any representation
other than those contained in the Prospectus and in any supplemental sales
literature furnished to you by the Fund or us for use in making such
solicitations. You further confirm and agree that, in connection with any
4
assistance you may provide in the sale or transfer of Units, you will fulfill
your obligations pursuant to Sections (b)(2)(B) and (b)(3)(D) of Rule 2810 of
the Conduct Rules of the NASD.
6. We assume no obligation or responsibility in respect of the
qualification of the Units under the laws of any jurisdiction, except to the
extent that we have affirmatively represented to you the effectiveness of any
such qualification. The Blue Sky Memorandum enclosed, or to be promptly
furnished to you, indicates the states in which it is believed by the Fund that
the Units are exempt from, or have been qualified under, the applicable state
securities or "blue sky" laws and the restrictions, if any, on the rights of
dealers to solicit sales thereof. It is understood that under no circumstances
will you engage in any activities hereunder in any state which is not listed in
said Blue Sky Memorandum as a state in which the Units are exempt from, or
qualified under, the state securities or "blue sky" laws. Solicitations are to
be made only by Soliciting Dealers qualified to act as such for such purpose
within the states in which they make such solicitations.
7. Nothing contained herein shall constitute the Soliciting Dealers and
us, or any of them, an association, partnership, unincorporated business, or
other separate entity. We shall be under no liability to make any payment to you
except out of funds received by us from the Fund as hereinabove provided, and we
shall not be under any liability for or in respect of the value or validity of
the Subscription Agreements, the Units, or the performance by anyone of any
agreement on its part, or for, or in respect of any matters connected with this
Agreement. Notwithstanding the previous sentence, we shall be fully liable to
you for any damages or harm suffered by you as a direct result of our lack of
good faith, or for obligations expressly assumed by us in this Agreement.
8. It is expressly understood that the Dealer Manager may cooperate
with other broker dealers who are licensed members of the NASD, registered as
broker dealers with the SEC and duly licensed by the appropriate regulatory
agency of each state in which they will offer and sell the Units of the Fund.
Such other NASD members may be employed by the Dealer Manager as Soliciting
Dealers on terms and conditions identical or similar to this Agreement and shall
receive such rates of commission as are agreed to between the Dealer Manager and
the respective other Soliciting Dealers and as are in accordance with the terms
of the Registration Statement, and to that extent such other Soliciting Dealers
shall compete with you in the sale of the Units.
9. Under the Selling Agreement, the Manager has agreed to indemnify us,
the Soliciting Dealers and each person, if any, who controls us or any
Soliciting Dealer within the meaning of the 1933 Act against certain liabilities
under such Act. Each Soliciting Dealer agrees to indemnify the Manager and the
Fund as provided in Paragraph 7 of the Selling Agreement and to indemnify us and
each other Soliciting Dealer to the same extent and in the same manner as such
Soliciting Dealer agrees to indemnify the Manager and the Fund. In the execution
of the Selling Agreement, we shall be deemed to have acted as a representative
of each of the Soliciting Dealers, and the Soliciting Dealers shall be deemed to
be in privity of contract with the Manager and the Fund.
10. Neither the Dealer Manager, the Fund or the Manager, nor any
affiliates thereof, will (a) notify or actively solicit your clients with
respect to any further transactions, or (b) release the name and/or account
information or any of your clients to any other party unless required by court
order, an authorized governmental or self-regulatory entity, or by the Limited
Liability Company Operating Agreement to do so. For purposes of this paragraph
"notify or solicit" shall not be deemed to include any direct and unassisted
contact by a broker-dealer other than the sponsor, the Dealer Manager or the
Fund. The provisions of this section shall survive any termination of the
Selling Agreement or this Agreement.
11. You understand and acknowledge that in the process of conducting
your due diligence investigation of the Dealer Manager, the Fund or its Manager,
or any affiliates thereof (each, and "ATEL Party"), you may be granted access
to, and take possession and control, and otherwise shall have information deemed
5
confidential in nature by such ATEL Party. The term "Confidential Materials"
means any materials with respect to, whether or not such materials are
proprietary to, any ATEL Party, whether or not owned or developed by such ATEL
Party, which are not generally known other than by such ATEL Party, and which
you may obtain from an ATEL Party through any direct or indirect contact with an
ATEL party or through your due diligence investigation, whether performed by you
directly or by your agent or nominee. Confidential Materials include, without
limitation, reports, economic models, ideas, plans, programs and concepts with
us or any other ATEL Party, whether or not such information meets the legal
definition of a "trade secret". You understand and acknowledge that the
Confidential Materials are a unique asset of the respective ATEL Party, which
provide such ATEL Party with a significant competitive advantage and would be
harmful to the ATEL Party if the Confidential Materials were improperly
disclosed. Therefore, you agree to hold in confidence and to not disclose the
Confidential Materials to any person or entity without our prior written
consent, and will not copy or modify any Confidential Materials without our
prior written consent. You hereby also agree to use the Confidential Materials
strictly for your due diligence evaluation of the ATEL Party. Further, you agree
to not disclose any Confidential Materials to any third person, or to any of
your associates, except those associates who are required to have the
Confidential Materials in order to perform their job duties in connection with
the limited purposes of due diligence evaluation and work related to the
Relationship ("Permitted Use"). You shall assure that each permitted associate
to whom Confidential Materials is disclosed pursuant to a Permitted Use shall be
bound by the terms of this Paragraph 11, and you shall advised such associate of
the existence and contents of the terms of this confidentiality provision.
Nothing will prevent you from producing Confidential Materials pursuant to any
subpoena, but, in such event, you will provide us with notice so that the
respective ATEL Party may seek a protective order. The obligation to maintain
the confidentiality and non-use will not apply to Confidential Materials, which
is in, or hereinafter becomes part of, the public domain without breach hereof.
You shall further refrain from, directly or indirectly, using for competitive
purposes, disclosing, disseminating or publishing the Confidential Materials,
except as approved in writing by us, and shall take such steps as are necessary
to keep the Confidential Materials confidential. This provision shall continue
to bind you regardless of the outcome of any sale of Units or receipt of
Commissions. It is agreed and stipulated by you that the disclosure or use of
the Confidential Materials in violation of this provision by you will cause
certain damages to the respective ATEL Party, and that the amount of such
damages is difficult to calculate. Accordingly, in the event that you cause or
permit the disclosure of the Confidential Materials to a third party and/or use
the Confidential Materials for any reason other than the Permitted Use, the
respective ATEL Party will have recourse to injunctive relief. The ATEL Party
shall not be prohibited by this provision from pursuing other remedies,
including a claim for losses and damages. Furthermore, if a dispute regarding
this Paragraph 11 arises and you are not the successful party in the resolution
of the dispute, you agree to pay reasonable attorney's fees and all court costs
and other expenses. Upon the written request of ATEL, you shall return to ATEL
all written materials containing the Confidential Materials, except for those
Confidential Materials which you are required, by law, self regulatory
organization rule and/or regulation, to keep. In such case, you shall also
deliver to us written statements signed by you certifying that all Confidential
Materials required to be returned have been returned, within five (5) days of
receipt of the request.
12. We acknowledge that you may form opinions regarding the Dealer
Manager, the Fund, or the Manager, regarding the Units including but not limited
to evaluations of the Dealer Manager's, the Fund's or the Manager's personnel,
track record, financial statements, and terms of the offering. This evaluation
may differ from the Dealer Manager's, the Fund's or the Manager's assessment and
may be negative in nature. The Dealer Manager, the Fund and the Manager
acknowledge that said evaluation shall not prohibit you from satisfying your
"best efforts" obligation under the sales agreement. We hereby grant you the
right to communicate to others your evaluations so long as such evaluations are
made in good faith and the communication concerning the evaluations are
consistent with such evaluations and are limited in scope to the extent
6
reasonably deemed necessary by you to serve your customers and otherwise to
conduct your securities business. We waive any rights of action which may arise
from the circumstances described in this paragraph.
13. Any controversy or claim arising out of this agreement shall be
settled by arbitration in California in accordance with the then current rules
of the NASD, if appropriate, and otherwise with the then current rules of the
American Arbitration Association. Judgment upon the arbitration award may be
entered in any court having jurisdiction. Reasonable expenses, attorney's fees,
and costs incurred therein shall be paid in accordance with the award of the
arbitrators. The prevailing party shall be reimbursed for the reasonable costs
of the investigation, attorney's fees and court costs.
14. Any notice from us to you as Soliciting Dealer shall be deemed to
have been duly given if mailed or telegraphed to you at your address set forth
below.
15. To protect Customer Information (as defined below) and to comply as
may be necessary with the requirements of the Xxxxx-Xxxxx-Xxxxxx Act, the
relevant state and federal regulations pursuant thereto and state privacy laws,
the parties wish to include the confidentiality and non-disclosure obligations
set forth herein.
(a) "Customer Information" means any information contained on a customer's
subscription documents or other form and all nonpublic personal
information about a customer that a party receives from the other
party. "Customer Information" shall include, but not be limited to,
name, address, telephone number, social security number, health
information and personal financial information (which may include
consumer account number).
(b) The parties understand and acknowledge that they may be deemed to be
financial institutions subject to applicable federal and state
customer and consumer privacy laws and regulations, including Title V
of the Xxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. 6801, et seq.) and
regulations promulgated thereunder (collectively, the "Privacy
Laws"), and any Customer Information that one party receives from the
other party is received with limitations on its use and
disclosure. The parties agree that they are prohibited from
using the Customer Information received from the other party other
than (i) as required by law, regulation or rule, or (ii) to carry
out the purposes for which one party discloses Customer Information
to the other party pursuant to the Agreement, as permitted under
the use in the ordinary course of business exception to the Privacy
Laws.
(c) The parties understand and acknowledge that they may be financial
institutions subject to applicable federal and state customer and
consumer privacy laws and regulations, including Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. 6801, et seq.) and regulations
promulgated thereunder (collectively, the "Privacy Laws"), and that
any Customer Information that one party receives from the other party
is received with limitations on its use and disclosure. The parties
agree that they are prohibited from using the Customer Information
received from the other party other than (i) as required by law,
regulation or rule, or (ii) to carry out the purposes for which one
party discloses Customer Information to the other party pursuant to
this Agreement, or as permitted under the use in the ordinary course
of business exception to the Privacy Laws.
(d) The parties shall establish and maintain safeguards against the
unauthorized access, destruction, loss, or alteration of Customer
Information in their control which are no less rigorous than those
maintained by a party for its own information of a similar nature. In
the event of any improper disclosure of any Customer Information, the
party responsible for the disclosure will immediately notify the other
party.
7
(e) The parties agree to discontinue the use of and destroy, where
applicable and as permissible, under law and regulation, all
information, ideas, techniques, and materials supplied by the other
party upon termination of this Agreement. Each agrees to cooperate with
the party and provide reasonable assistance in ensuring compliance with
such Privacy Laws to the extent applicable to either party.
(f) The provisions of this paragraph shall survive the termination of the
Agreement.
16. Each party to this Agreement represents and warrants that it has
established and implemented anti-money laundering compliance programs, in
accordance with NASD Rule 3011 and Section 352 of the Money Laundering Abatement
Act, which are reasonably expected to detect and cause reporting of suspicious
transactions in connection with the sale of Units and Interests. In addition,
each party to this Agreement will comply with all applicable laws and
regulations aimed at preventing, detecting, and reporting money laundering and
suspicious transactions, including, without limitation, applicable provisions of
the Bank Secrecy Act and the USA Patriot Act of 2001, as well as regulations
administered by the U.S. Department of the Treasury's Office of Foreign Assets
Control. In addition, each party agrees to take all necessary and appropriate
steps, consistent with applicable laws and regulations, to obtain, verify, and
retain information with regard to client and/or account owner identification and
source of funds for its customers. Each party agrees to notify immediately the
other parties in the event that it has reason to believe that any of its
customers for the Interests, or persons related to the issuance of the
Interests, are engaged in money laundering activities or are associated with any
terrorist or other individuals, entities or organizations sanctioned by the
United States or the jurisdictions in which any party does business.
Please confirm this agreement to solicit persons to acquire Units on
the foregoing terms and conditions by signing and returning the form enclosed
herewith.
Very truly yours,
ATEL SECURITIES CORPORATION
By: ______________________________
8
ATEL Securities Corporation
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
RE: ATEL Capital Equipment FUND XI, LLC
Gentlemen:
The undersigned confirms its agreement to act as a Soliciting Dealer as
referred to in the foregoing Soliciting Dealers Agreement, subject to the terms
and conditions of such Agreement. The undersigned confirms that it is a member
in good standing of the National Association of Securities Dealers, Inc.
PLEASE NOTE: The undersigned further confirms that its registered
representatives (check one):
__ are authorized
__ are not authorized
---
to subscribe for Units for their own account on terms which include a rebate of
commissions otherwise payable on their investment, as described in the
Prospectus under "Plan of Distribution."
Dated: ________, 200_. __________________________________
(Print Name of Firm)
By: ______________________________
(Authorized Representative)
__________________________________
(Print Name of Authorized Representative)
Address___________________________
__________________________________
Phone Number (___)________________
Send Due Diligence Information To: Send Marketing Information To:
--------------------------------- -----------------------------
__________________________________ __________________________________
__________________________________ __________________________________
Send Commission Checks To:
__________________________________
9