EXHIBIT 1.2
LEASE EQUITY APPRECIATION FUND II, L.P.
FORM OF SELECTED INVESTMENT ADVISOR AGREEMENT
SELECTED INVESTMENT ADVISOR AGREEMENT
TABLE OF CONTENTS
PAGE
1. Description of Units..................................................................................1
2. Representations, Warranties and Agreements of the General Partner.....................................2
3. Purchase of Units.....................................................................................2
4. No Compensation to SIA................................................................................8
5. Association of the Partnership with Other Advisors and Dealers........................................8
6. Conditions of the SIA's Obligations...................................................................8
7. Conditions to the General Partner's Obligations.......................................................8
8. Covenants of the SIA..................................................................................8
9. Covenants of the General Partner......................................................................9
10. Payment of Costs and Expenses.........................................................................9
11. Indemnification......................................................................................10
12. Representations and Agreements to Survive Delivery...................................................10
13. Term of Agreement....................................................................................11
14. Notices..............................................................................................11
15. Successors...........................................................................................11
16. Miscellaneous........................................................................................11
EXHIBIT A TO SELECTED INVESTMENT ADVISOR AGREEMENT OF LEASE EQUITY APPRECIATION
FUND II, L.P.
i
SELECTED INVESTMENT ADVISOR AGREEMENT
RE: LEASE EQUITY APPRECIATION FUND II, L.P.
---------------------------------------
THIS SELECTED INVESTMENT ADVISOR AGREEMENT (the "Agreement") is made
and entered into as of the date indicated on Exhibit A attached to this
Agreement ("Exhibit A"), and by this reference incorporated in this Agreement,
between LEAF Asset Management, Inc. (the "General Partner") on behalf of Lease
Equity Appreciation Fund II, L.P. (the "Partnership"), and the selected
investment advisor (the "SIA") identified in Exhibit A.
1. DESCRIPTION OF UNITS.
(a) The Partnership is a limited partnership organized under the laws of
Delaware. On behalf of the Partnership, a Registration Statement on
Form S-1 relating to the offer and sale of the limited partner
interests in the Partnership (the "Units") was filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration
Statement has been declared effective by the Commission, and the
Partnership and the Units are described in the Prospectus (the
"Prospectus") that forms a part of the Registration Statement. As used
in this Agreement, the terms "Prospectus" and "Registration Statement"
refer solely to the Prospectus and Registration Statement, as amended,
described above, except that:
(i) from and after the date on which any post-effective amendment to
the Registration Statement is declared effective by the
Commission, the term "Registration Statement" shall refer to the
Registration Statement as amended by that post-effective
amendment, and the term "Prospectus" shall refer to the
Prospectus then forming a part of the Registration Statement;
and
(ii) if the Prospectus filed by the General Partner under Rule 424(b)
or (c) promulgated by the Commission under the Act differs from
the Prospectus on file with the Commission at the time the
Registration Statement or any post-effective amendment to the
Registration Statement becomes effective, the term "Prospectus"
shall refer to the Prospectus filed under Rule 424(b) or (c)
from and after the date on which it was filed.
Terms defined in the form of Amended and Restated Certificate and
Agreement of Limited Partnership (the "Partnership Agreement") for the
Partnership included as Appendix A to the Prospectus and not otherwise
defined in this Agreement shall have the meanings set forth in the
Partnership Agreement.
(b) Generally, the Units will be sold at a price of $100 per Unit subject
to the discount set forth in Section 3 of this Agreement for clients of
the SIA. Subject to the receipt and acceptance by the General Partner
of the minimum subscription proceeds of $2,000,000 in the Partnership
as described in Section 3(d) by the Termination Date of the offering of
the Units as described in the Prospectus (the "Offering Termination
Date"), the General Partner may break escrow and use the subscription
proceeds for the Partnership's activities, which is referred to as the
"Initial Closing Date." The subscription period for the Partnership
will be as described in the Prospectus. However, the offering of Units
in the
1
Partnership may not extend beyond two years from the effective date of
the Registration Statement (subject to the renewal or any similar
requirements under the applicable state securities acts (the "Blue Sky
laws"). Also, the Partnership's maximum subscriptions must not exceed
the registered amount of $60 million.
The General Partner will notify the SIA of the Initial Closing Date and
the Offering Termination Date for the Partnership.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE GENERAL PARTNER. The
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 Act as described in Section 1 of this Agreement.
(b) The General Partner shall provide to you for delivery to all offerees
and purchasers and their representatives the information and documents
that the General Partner deems appropriate to comply with the Act and
applicable state Blue Sky laws.
(c) The Units when issued will be duly authorized and validly issued as set
forth in the Partnership Agreement and subject only to the rights and
obligations set forth in the Partnership Agreement or imposed by the
laws of the state of formation of the Partnership 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 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 General Partner
that it is:
(i) an entity, as designated in Exhibit A;
(ii) organized and presently in good standing in the state or states
designated in Exhibit A; and
(iii) presently registered as an investment advisor under the
Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"), 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 those
registration requirements.
-2-
(b) Subject to all of the terms and conditions of this Agreement, the
General Partner hereby makes available for purchase by the clients of
the SIA, on a non-exclusive basis, 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:
(i) this Agreement;
(ii) all of the terms and conditions of the Prospectus; and
(iii) all applicable state and federal laws, including the Act, the
Securities Exchange Act of 1934, as amended (the "Act of 1934"),
the Investment Advisers Act and any and all regulations and
rules pertaining to those laws issued by the SEC.
The SIA further agrees to the following:
(i) to comply in all respects with statements set forth in the
Prospectus, the Partnership Agreement, and any supplements or
amendments to the Prospectus;
(ii) not to make any statement inconsistent with the statements in
the Prospectus, the Partnership Agreement, and any supplements
or amendments to the Prospectus;
(iii) not to make any untrue statement of a material fact or omit to
state a material fact necessary in order to make statements
made, in light of the circumstances under which they were made,
not misleading in connection with the Partnership, the Units or
the offering of the Units; and
(iv) not to provide any written information, statements, or sales
materials other than the Prospectus, the sales literature, and
any supplements or amendments to the Prospectus, provided to the
SIA by the General Partner unless approved in writing by the
General Partner.
(c) Clients of the SIA may, following receipt of written notice by the SIA
from the General Partner of the effective date of the Registration
Statement, purchase Units in accordance with the terms 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 sales literature which conform in all
respects to any restrictions of applicable state Blue Sky laws and the
applicable requirements of the Act, and which has been approved in
writing by the General Partner. Also, any sales literature, if
distributed, must have been preceded or accompanied by the Prospectus.
The General Partner reserves the right to establish additional
procedures relating to the offering of the Units as it deems necessary
to ensure compliance with the requirements of the Registration
Statement, and the SIA shall comply with all of those additional
procedures to the extent that it has received written notice of the
additional procedures from the General Partner or the Partnership.
(d) Pending receipt of the minimum subscription proceeds of $2,000,000 in
the Partnership, subject to the subscription discounts for certain
investors and excluding Units sold to the General Partner and its
"Affiliates," as that term is described in the Partnership Agreement,
and the restrictions with respect to Units sold to Iowa and
Pennsylvania investors, all as described in the Prospectus, all monies
-3-
received by the SIA for the purchase of any of the Units shall be
forwarded by the SIA to the General Partner for delivery to Commerce
Bank NA/Pennsylvania (the "Escrow Agent"). These monies will be
deposited by the General Partner in an escrow account established by
the General Partner solely for subscriptions to the Partnership. Until
the time, if any, that the subscription proceeds are deliverable to the
General Partner under the Escrow Agreement between the General Partner
and the Escrow Agent, the SIA shall return directly to the subscriber
who submitted the check any check not made payable to "Lease Equity
Appreciation Fund II, L.P. Escrow Account." After subscription proceeds
become deliverable to the General Partner as described above, and the
SIA has received notice from the General Partner to do so, the SIA
shall direct all subscribers to make their checks payable to "Lease
Equity Appreciation Fund II, L.P. Subscription Account."
Subscriptions shall be executed as described in the Registration
Statement or as directed by the General Partner. The SIA shall deliver
the check and the original subscription documents to the General
Partner no later than the close of business of the first business day
after receipt of the check and the subscription documents by the SIA.
(e) During the term of this Agreement the General Partner shall have full
authority to take any action as it deems 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:
(i) only where the Units may be legally offered and sold;
(ii) only by persons in those states who are legally qualified to
purchase the Units; and
(iii) only by persons in states in which the SIA is either 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 shall 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 General
Partner and set forth in the Prospectus, and the 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 an apparent understanding of:
(1) the fundamental risks of the investment;
(2) the risk that the prospective investor may lose the entire
investment;
-4-
(3) the lack of liquidity of the Units;
(4) the restrictions on transferability of the Units;
(5) the background and qualifications of the employees and
agents of the General Partner; and
(6) the tax consequences of an investment in the Units.
The SIA shall make the determinations required to be made by it under
this subparagraph (h) based on information it has obtained from each
prospective investor, including, at a minimum, but not limited to, the
prospective investor's:
(1) age;
(2) investment objectives;
(3) investment experience;
(4) income;
(5) net worth;
(6) financial situation;
(7) other investments; and
(8) 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, applicable state Blue Sky or federal securities
laws, the SIA agrees that it will comply fully with the following
provisions:
(i) the SIA shall have reasonable grounds to believe, based on
information provided by the investor under subparagraph (h)
above concerning his investment objectives, other investments,
financial situation and needs, etc., and on any other
information known by the SIA, that:
(1) 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 Partnership;
(2) 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 Partnership, including the
potential loss of his entire investment and the lack of
liquidity of the Units; and
(3) the Units otherwise are or will be a suitable investment
for each client of the SIA that purchases Units.
-5-
(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 on 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, risk factors and 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, and disclose the basis
on which the SIA's determination of suitability was made.
(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, and has complied and
will comply 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.
(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:
(i) the General Partner receives a properly completed Subscription
Agreement for Units from the SIA evidencing the fact that the
investor received a final Prospectus for a period of not less
than five full business days before subscribing;
(ii) the General Partner receives payment of the full purchase price
of each purchased Unit from the investor;
(iii) the General Partner receives documentation sufficient in the
General Partner's discretion to form a reasonable belief that
the investor satisfies each of the terms and conditions of the
Registration Statement and the Prospectus; and
(iv) the Subscription Agreement has been accepted in writing by the
General Partner.
(o) Clients of the 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 the SIA, through the payment of commissions or
otherwise, direct transaction based fees in
-6-
connection with the purchase of the Units, shall purchase the Units net
of the 7% Sales Commissions, at a per Unit purchase price of $93.
(p) The SIA shall not offer or sell the Units in any state until the SIA
has been advised in writing by the General Partner, or its special
counsel, that the offer or sale of the Units:
(i) has been qualified in the state;
(ii) is exempt from the qualification requirements imposed by the
state; or
(iii) the qualification is otherwise not required.
(q) The SIA has received copies of the Prospectus relating to the Units and
the SIA has relied only on the statements contained in the Prospectus
and not on any other statements whatsoever, either written or oral,
with respect to the details of the offering of the Units.
(r) The SIA agrees that it shall not place any advertisement or other
solicitation with respect to the Units (including without limitation
any material for use on the Internet or in any newspaper, magazine,
radio or television commercial, telephone recording, motion picture, or
other public media) without:
(i) the prior written approval of the General Partner; and
(ii) the prior written approval of the form and content of the
advertisement or solicitation by the Commission, the National
Association of Securities Dealers, Inc. (the "NASD") and the
securities authorities of the states where the advertisement or
solicitation is to be circulated.
Any advertisements or solicitations described above in this
subparagraph (r) shall be at the SIA's expense.
(s) If a supplement or amendment to the Prospectus is prepared and
delivered to the SIA by the General Partner or the Dealer-Manager, the
SIA agrees as follows:
(i) to distribute each supplement or amendment to the Prospectus to
every person who has previously received a copy of the
Prospectus from the SIA; and
(ii) to include each supplement or amendment in all future deliveries
of any Prospectus.
(t) The SIA agrees to use its best efforts in the solicitation and sale of
the Units, including that the prospective purchasers properly complete
and execute the Subscription Agreement, which is included in Appendix C
to the Prospectus, together with any additional forms provided in any
supplement or amendment to the Prospectus, or otherwise provided to the
SIA by the General Partner, to be completed by prospective purchasers.
(u) The SIA agrees and covenants that:
(i) the representations and warranties the SIA makes in this
Agreement are and shall be true and correct at the applicable
closing date; and
-7-
(ii) the SIA shall and will have fulfilled all of its obligations
under this Agreement at the applicable closing date.
4. NO COMPENSATION TO SIA. The General Partner and the Partnership shall pay no
fees, commissions, or other compensation to the SIA.
5. ASSOCIATION OF THE PARTNERSHIP WITH OTHER ADVISORS AND DEALERS. It is
expressly agreed between the General Partner and the SIA that the General
Partner, the Dealer-Manager, and/or the Partnership may cooperate with
broker/dealers who are registered as broker/dealers with the NASD or with
other investment advisors registered under the Investment Advisers Act.
These broker/dealers and investment advisors may enter into agreements with
the General Partner, the Dealer-Manager, and/or the Partnership to offer and
sell the Units to prospective investors in the Partnership on terms and
conditions which are identical to, or similar to, this Agreement. These
broker/dealers and investment advisors shall receive the rates of commission
or other fees and reimbursements of expenses as are agreed to between the
General Partner, the Dealer-Manager, and/or the Partnership and the
respective broker/dealers and investment advisors as are in accordance with
the terms of the Registration Statement.
6. CONDITIONS OF THE SIA'S OBLIGATIONS. The SIA's obligations under this
Agreement are subject, during the term of this Agreement and the offering of
the Units, to:
(a) the performance by the General Partner of its obligations under this
Agreement and compliance by the General Partner with the covenants set
forth in Section 9; and
(b) the conditions that:
(i) the Registration Statement has become and remains effective; and
(ii) no stop order has been issued suspending the effectiveness of
the offering of the Units.
7. CONDITIONS TO THE GENERAL PARTNER'S OBLIGATIONS. The obligations of the
General Partner under this Agreement are subject, during the term of this
Agreement and the offering of the Units, to the conditions that:
(a) at the effective date of the Registration Statement and during the term
of this Agreement and the offering of the Units 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 has been issued, nor
have proceedings for a stop order or other order restraining the offer
or sale of the Units been initiated or threatened, by any state
regulatory agency or the SEC; and
(c) the SIA has satisfactorily performed all of its obligations under this
Agreement and complied with the covenants set forth in Section 8.
8. COVENANTS OF THE SIA. The SIA covenants, warrants and represents, during the
term of this Agreement, that:
-8-
(a) the SIA is registered as an investment advisor under the Investment
Advisers Act and is 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 those 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 and its provisions requiring disclosure of the
existence of this Agreement and the compensation to be paid to the SIA
under this Agreement; and
(d) the SIA shall maintain the records, in the form and for the time
periods, required by Section 204 of the Investment Advisers Act and
Rule 204-2 under the Investment Advisers Act.
9. COVENANTS OF THE GENERAL PARTNER. The General Partner covenants, warrants
and represents, during the term of this Agreement, that:
(a) it will use its best efforts to maintain the effectiveness of the
Registration Statement and to file all applications or amendments to
the Registration Statement that may be reasonably necessary for that
purpose;
(b) it will promptly inform the SIA whenever 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 otherwise prevents
or suspends the offering or sale of the Units, or receives notice that
any proceedings seeking any order described above in this subparagraph
(b) will be initiated or is currently proceeding;
(c) it will use its best efforts to prevent the issuance of any order
described in subparagraph (b) and to obtain the lifting of the order if
it has already been issued at the time the General Partner receives or
learns of the order;
(d) it will give the SIA written notice when the Registration Statement
becomes effective and will deliver to the SIA the number of copies of
the Prospectus as the SIA reasonably requests for the offer and sale of
the Units;
(e) it will promptly notify the SIA of any post-effective amendments or
supplements to the Registration Statement or Prospectus, and will
deliver to the SIA the number of copies of any revised Prospectus
and/or supplements and amendments to the Prospectus as the SIA
reasonably requests for the offer and sale of the Units;
(f) it will keep the SIA fully informed of any material development to
which the Partnership is a party or which materially concerns the
business and condition of the Partnership; and
(g) it will use its best efforts to cause, at or before the time the
Registration Statement becomes effective, the qualification of the
Units for offering and sale under the state Blue Sky laws of the states
selected by the Partnership in its discretion.
10. PAYMENT OF COSTS AND EXPENSES. The SIA shall pay all costs and expenses
incident to the performance of its obligations under this Agreement.
-9-
11. INDEMNIFICATION.
(a) The SIA shall indemnify and hold harmless the 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, omission or alleged omission was not
based on information supplied to the General Partner by the 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 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 General Partner's
breach of any of its duties and obligations, representations, or
warranties under the terms or provisions of this Agreement, and the
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 11, 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 subparagraph (d) 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.
12. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All representations,
warranties, and agreements of the General Partner and the SIA in this
Agreement, including the indemnity agreements contained in Section 11,
shall:
(a) survive the delivery, execution and closing of this Agreement;
-10-
(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 General
Partner, or any of its officers, directors, or any person who controls
the General Partner within the meaning of the Act, or by any other
indemnified party; and
(c) survive delivery of the Units.
13. TERM OF AGREEMENT.
(a) This Agreement shall become effective on the date set forth in Exhibit
A. The SIA and the 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
ceases to be effective;
(ii) the offering of the Units is terminated; or
(iii) the SIA's license or registration to act as an investment
advisor is revoked or suspended by any federal, self-regulatory
or state agency and the revocation or suspension is not cured
within 10 days from the date it occurs. In any event, this
Agreement shall be deemed suspended during any period for which
the SIA's license or registration 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 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.
(c) Any notice or communication sent by the SIA to the General Partner or
the Partnership shall be mailed, delivered, or sent by facsimile,
e-mail or telegraph, and confirmed at 0000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
15. SUCCESSORS. This Agreement shall be binding on and inure to the benefit of
the parties to this Agreement, 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 Commonwealth of Pennsylvania.
-11-
(b) Nothing in this Agreement shall constitute the SIA a partner of the
General Partner or the Partnership.
(c) This Agreement, including Exhibit A, embodies the entire understanding
between the parties to this 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 to this Agreement.
(d) If any provision of this Agreement is deemed void, invalid or
ineffective for any reason by a court of competent jurisdiction, the
remainder of this 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.
SELECTED INVESTMENT ADVISOR PARTNERSHIP
___________________________ LEASE EQUITY APPRECIATION FUND II,
L.P.
(Name of SIA)
By: LEAF Asset Management, Inc.
General Partner
By:_______________________________ By:__________________________________
Print Name:____________________ Print Name:_______________________
Title:____________________________ Title:_______________________________
Witness:__________________________
-12-
EXHIBIT A
TO
SELECTED INVESTMENT ADVISOR AGREEMENT
OF
LEASE EQUITY APPRECIATION FUND II, L.P.
This Exhibit A is attached to and made a part of that certain Selected
Investment Advisor Agreement, by and between LEAF Asset Management, Inc., which
is referred to as the "General Partner," on behalf of Lease Equity Appreciation
Fund II, L.P., and ________________________ , as the SIA.
1. Date of Agreement:__________________________________________________________
2. Identity of SIA:____________________________________________________________
Name:_______________________________________________________________________
Type of Entity:_____________________________________________________________
(To be completed by the SIA, e.g., corporation,
partnership or sole proprietorship.)
State Organized in:_________________________________________________________
(To be completed by SIA.)
Qualified To Do Business and in Good Standing in the Following Jurisdictions
(including the state of organization set forth above). (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 the SIA does
business, and is not related to the holding of a license or registration as an
investment advisor in those jurisdictions. For example, if the SIA is a
corporation, is it in good standing in the state in which it was organized, and
has it registered as a foreign corporation in any other states in which it has
clients? Questions concerning this matter should be directed to the SIA's legal
counsel.)
_______________________________________________________________________________
_______________________________________________________________________________
(To be completed by the SIA)
Registered as an Investment Advisor in the following States:
_______________________________________________________________________________
_______________________________________________________________________________
(To be completed by the SIA)
A-1
3. Name and Address for Notice Purposes (see Section 14 of the Agreement):
Name:_______________________________________________________________________
Title:______________________________________________________________________
Company:____________________________________________________________________
Address:____________________________________________________________________
City, State and Zip Code:___________________________________________________
Telephone Number (including area code):_____________________________________
(To be completed by the SIA)
4. Please complete the following for the General Partner's records:
(a) How many registered investment advisors are with the SIA?__________
PLEASE ENCLOSE A CURRENT LIST. ALL INFORMATION WILL BE HELD IN
CONFIDENCE.
(b) Does the SIA 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 ______________________ ON THE SIA'S MAILING LIST AND
PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(c) Does the SIA have regular internal mailings, or bulk package
mailings to its registered investment advisors?
Yes___ No___
PLEASE PLACE ______________________ ON THE SIA'S MAILING LIST AND
PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(d) Does the SIA have a computerized electronic mail (E-Mail)
system for its registered investment advisors?
Yes___ No___
If so, please provide the e-mail address:__________________________
(e) Website address:___________________________________________________
Person responsible:________________________________________________
A-2
