LEASE EQUITY APPRECIATION FUND II, L.P. DEALER-MANAGER AGREEMENT WITH ANTHEM SECURITIES, INC.

Fund Manager Agreement

You are currently viewing:

This Fund Manager Agreement involves

LEASE EQUITY APPRECIATION FUND II, L.P. | ANTHEM SECURITIES, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: LEASE EQUITY APPRECIATION FUND II, L.P. DEALER-MANAGER AGREEMENT WITH ANTHEM SECURITIES, INC.
Governing Law: Pennsylvania Date: 6/17/2004

LEASE EQUITY APPRECIATION FUND II, L.P.

DEALER-MANAGER AGREEMENT

WITH

ANTHEM SECURITIES, INC., Parties: lease equity appreciation fund ii l.p. , anthem securities inc.

<PAGE>

EXHIBIT 1.1

LEASE EQUITY APPRECIATION FUND II, L.P.

DEALER-MANAGER AGREEMENT

WITH

ANTHEM SECURITIES, INC.

<PAGE>

ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

TABLE OF CONTENTS

<TABLE>

PAGE

1. Description of Units..................................................................................1

2. Representations, Warranties and Covenants of the Partnership and General Partner......................2

3. Grant of Authority to the Dealer-Manager..............................................................3

4. Compensation and Fees.................................................................................3

5. Representations, Warranties and Covenants of the Dealer-Manager.......................................6

6. State Securities Registration........................................................................11

7. Expense of Sale......................................................................................12

8. Conditions of the Dealer-Manager's Duties............................................................12

9. Conditions of the Partnership's and the General Partner's Duties.....................................12

10. Indemnification and Contribution.....................................................................12

11. Representations and Agreements to Survive Delivery...................................................15

12. Termination..........................................................................................15

13. Notices..............................................................................................15

14. Format of Checks/Escrow Agent........................................................................16

15. Transmittal Procedures...............................................................................16

16. Parties..............................................................................................17

17. Relationship.........................................................................................17

18. Effective Date.......................................................................................17

19. Entire Agreement, Waiver.............................................................................17

20. Governing Law........................................................................................17

21. Complaints...........................................................................................17

22. Privacy..............................................................................................18

23. Anti-Money Laundering Provision......................................................................18

24. Acceptance...........................................................................................18

</TABLE>

Exhibit A - Form of Escrow Agreement for Lease Equity Appreciation Fund II, L.P.

Exhibit B - Selling Dealer Agreement

<PAGE>

ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

(Best Efforts)

________________________ , 2004

Anthem Securities, Inc.

1845 Walnut Street

10th Floor

Philadelphia, Pennsylvania 19103

RE: LEASE EQUITY APPRECIATION FUND II, L.P.

---------------------------------------

Gentlemen:

The undersigned, LEAF Asset Management, Inc. (the "GENERAL PARTNER"),

and Lease Equity Appreciation Fund II, L.P. (the "PARTNERSHIP"), confirm their

agreement with you, as Dealer-Manager, as set forth below.

1. DESCRIPTION OF UNITS.

(a) The Partnership proposes to issue and sell limited partner interests in

the Partnership (the "UNITS") at a price of $100 per Unit, subject to

the discounts set forth in Section 4(c) for certain investors (the

"OFFERING"). Except as provided in Section 4(f) relating to the Iowa

and Pennsylvania Escrow Account, as that term is defined therein, the

proceeds of any sales of the Units will be held in an escrow account

(the "ESCROW ACCOUNT") under an escrow agreement, a form of which is

attached to this Agreement as Exhibit "A" (the "ESCROW AGREEMENT"),

until the Partnership has received and accepted subscriptions for the

Minimum Offering Amount, as that term is defined in paragraph (b)

below. At that time, the Escrow Account will terminate and the

subscription proceeds will be delivered to the Partnership.

(b) No subscriptions to the Partnership will be accepted after whichever of

the following events occurs first (the "OFFERING TERMINATION DATE"):

(i) receipt and acceptance of subscriptions for 600,000 Units;

(ii) ___________, 2005, if subscriptions for 20,000 Units

($2,000,000), excluding Units sold to the General Partner and

its "AFFILIATES," as that term is defined in the Partnership

Agreement, and to Iowa and Pennsylvania residents and after any

discounts set forth in Section 4(c) for certain investors (the

"MINIMUM OFFERING AMOUNT"), have not been received and accepted

by that date; or

(iii) ___________, 2006;

provided, however, no subscriptions will be accepted after

_____________, 2005 from subscribers in any jurisdiction in which

renewal, requalification or other consent by a securities administrator

to the continuance of the registration or qualification of the Offering

is required, unless the renewal, requalification or other consent has

been obtained.

Anthem Securities, Inc. 1

Dealer-Manager Agreement

<PAGE>

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERSHIP AND GENERAL

PARTNER. The Partnership and General Partner represent, warrant and covenant

to you that:

(a) The Partnership has prepared and filed with the Securities and Exchange

Commission (the "COMMISSION") in accordance with the provisions of the

Securities Act of 1933, as amended, and the rules and regulations of

the Commission thereunder (collectively, the "1933 ACT"), a

registration statement on Form S-1, including a prospectus relating to

the offer and sale of the Units. The term "REGISTRATION STATEMENT"

means that registration statement (including all financial schedules

and exhibits), as amended. The term "PROSPECTUS" means the prospectus

in the form included in the Registration Statement. The Registration

Statement has been declared effective by the Commission, and no stop

order suspending the effectiveness of the Registration Statement has

been issued and no proceeding for that purpose has been initiated or

threatened by the Commission.

(b) On the date the Registration Statement was filed with the Commission it

complied in all material respects with the requirements of the 1933 Act

and did not contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in

order to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

Notwithstanding the foregoing, no representation or warranty is made as

to statements in or omissions from the Registration Statement made in

reliance on and in conformity with information furnished to the

Partnership in writing by you expressly for use in the Registration

Statement.

Registration Statement or makes any amendment or supplement to the

Prospectus.

(d) As soon after the execution and delivery of this Agreement as possible

and thereafter from time to time for as long as, in the opinion of your

counsel, a prospectus is required by the 1933 Act to be delivered in

connection with sales by any dealer, the Partnership will expeditiously

deliver to you and each Selling Dealer, as that term is defined in

Section 3(a), without charge, as many copies of the Prospectus (and of

any amendment or supplement to the Prospectus) as you may reasonably

request. If during the offering period any event occurs that in the

judgment of the Partnership or in the opinion of your counsel is

required to be set forth in the Prospectus (as then amended or

supplemented) or should be set forth in the Prospectus in order to make

the statements in the Prospectus, in the light of the circumstances

under which they were made, not misleading, or if it is necessary to

supplement or amend the Prospectus to comply with the 1933 Act or any

other law, the Partnership will promptly prepare and file with the

Commission an appropriate supplement or amendment to the Prospectus,

and will expeditiously furnish a reasonable number of copies thereof to

you and the Selling Dealers, as that term is defined in Section 3(a).

(e) The Units when issued will conform, in all material respects, to all

statements concerning them contained in the Prospectus.

(f) The Units when issued will be duly authorized and validly issued as set

forth in the Amended and Restated Agreement of Limited Partnership of

the Partnership included as Appendix A to the Prospectus (the

"PARTNERSHIP AGREEMENT"), subject only

Anthem Securities, Inc. 2

Dealer-Manager Agreement

<PAGE>

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.

(g) The Partnership was duly formed and is validly existing as a limited

partnership in good standing under the laws of the State 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.

This Agreement, when executed by you, will be a valid and binding

agreement of the Partnership and the General Partner, duly authorized,

executed and delivered by them and enforceable in accordance with its

terms except as may be limited by the effect of bankruptcy, insolvency,

moratorium, preferential or fraudulent conveyance or other laws or

equitable principles relating to or affecting the rights of creditors

generally, general principles of equity, and by public policy relating

to claims for indemnification for securities laws violations.

(h) The consummation of the transactions contemplated by this Agreement

will not result in the following:

(i) any breach of any of the terms of, or a default under the

certificate of incorporation or bylaws of the General Partner,

the certificate of limited partnership or Partnership Agreement

of the Partnership or any other indenture, agreement or

instrument to which either of them is a party or by which either

of them is bound; or

(ii) any violation of any order applicable to either of them of any

court or any governmental regulatory body or administrative

agency having jurisdiction over either of them or their

affiliates.

3. GRANT OF AUTHORITY TO THE DEALER-MANAGER.

(a) Based on the representations and warranties contained in this

Agreement, and subject to the terms and conditions set forth in this

Agreement, the General Partner appoints you as the Dealer-Manager for

the Partnership and gives you the exclusive right to solicit

subscriptions for the Units on a "best efforts" basis in all states

other than those listed on Appendix "A" to this Agreement, and to form

and manage a selling group composed of soliciting broker/dealers (the

"SELLING DEALERS"). Each Selling Dealer shall be duly registered as a

broker-dealer under the Securities Exchange Act of 1934, as amended

(the "1934 ACT"), and in the jurisdictions where it is required to be

registered in order to offer and sell the Units, shall be a member in

good standing of the National Association of Securities Dealers, Inc.

(the "NASD"), and shall enter into a "Selling Dealer Agreement" in

substantially the form attached to this Agreement as Exhibit "B."

(b) The General Partner shall have three business days after the receipt of

an executed Selling Dealer Agreement to refuse that Selling Dealer's

participation.

4. COMPENSATION AND FEES.

(a) Subject to Section 4(c), as Dealer-Manager you shall receive from the

General Partner the following compensation, based on the purchase price

of each Unit sold to investors and whose subscriptions for Units are

accepted by the General Partner:

Anthem Securities, Inc. 3

Dealer-Manager Agreement

<PAGE>

(i) a 3% Dealer-Manager fee;

(ii) a 7% sales commission; and

(iii) an up to .5% reimbursement of the Selling Dealers' bona fide

accountable due diligence expenses.

Out of the 3% Dealer-Manager fee set forth above, you may pay the

Selling Dealers a marketing fee for their assistance in this Offering,

and coordinating their sales efforts with yours, of up to a maximum of

1% of the purchase price of each Unit sold by them.

You also shall have the right, but not the obligation, to provide or

reimburse Selling Dealers for the following expenses they incur in

connection with their offer and sale of Units (the "PERMISSIBLE

NON-CASH COMPENSATION"). Under Rule 2810 of the NASD Conduct Rules, the

reimbursable expenses composing Permissible Non-Cash Compensation are

as follows:

(i) an accountable reimbursement for training and education meetings

for associated persons of the Selling Dealers;

(ii) gifts that do not exceed $100 per year and are not

preconditioned on achievement of a sales target;

(iii) an occasional meal, a ticket to a sporting event or the theater,

or comparable entertainment which is neither so frequent nor so

extensive as to raise any question of propriety and is not

preconditioned on achievement of a sales target; and

(iv) contributions to a non-cash compensation arrangement between a

Selling Dealer and its associated persons, provided that neither

the Partnership, the General Partner nor you directly or

indirectly participates in the Selling Dealer's organization of

a permissible non-cash compensation arrangement.

Any reimbursements for Permissible Non-Cash Compensation shall be

provided or reimbursed from the Dealer-Manager fee set forth above.

(b) All of the sales commissions shall be reallowed to the Selling Dealers

except for Units sold directly by you, and all of the up to .5%

reimbursement of the Selling Dealers' bona fide accountable due

diligence expenses shall be reallowed to the Selling Dealers.

Wholesaling fees shall be reallowed to the wholesalers from the 3%

Dealer-Manager fee for subscriptions obtained through their efforts,

less any reimbursements made by the General Partner or the Partnership

for expenses which are received by the wholesalers in connection with

the Partnership, and any salaries for the wholesalers in connection

with the Partnership. You, as Dealer-Manager, shall retain any

Dealer-Manager fee not used for the Selling Dealers' marketing fees or

reallowed to the wholesalers, which may be used for such items as

Permissible Non-Cash Compensation, legal fees associated with the

underwriting and salaries of dual employees of you and the Managing

General Partner which are required to be included in underwriting

compensation under NASD Conduct Rule 2810 as determined jointly by the

General Partner and you.

You are responsible for ensuring that all non-cash compensation

arrangements comply with NASD Conduct Rule 2810. For example, payments

or reimbursements by you or the General

Anthem Securities, Inc. 4

Dealer-Manager Agreement

<PAGE>

Partner may be made in connection with meetings held by you or the

General Partner for the purpose of training or education of registered

representatives of a Selling Dealer only if the following conditions

are met:

(i) the registered representative obtains his Selling Dealer's prior

approval to attend the meeting and attendance by the registered

representative is not conditioned by the Selling Dealer on the

achievement of a sales target;

(ii) the location of the training and education meeting is

appropriate to the purpose of the meeting as defined in NASD

Conduct Rule 2810;

(iii) the payment or reimbursement is not applied to the expenses of

guests of the registered representative;

(iv) the payment or reimbursement by you or the General Partner is

not conditioned by you or the General Partner on the achievement

of a sales target; and

(v) the recordkeeping requirements are met.

"NON-CASH COMPENSATION" means any form of compensation received in

connection with the sale of the Units that is not cash compensation,

including but not limited to merchandise, gifts and prizes, travel

expenses, meals and lodging.

(i) the General Partner, its officers, directors and Affiliates,

including you;

(ii) investors who buy Units through the officers and directors of

the General Partner;

(iii) registered investment advisors and their clients; and

(iv) Selling Dealers and their registered representatives and

principals;

may subscribe to Units for a subscription price reduced by the sales

commission, which shall not be paid to you on those sales. In addition,

the up to .5% reimbursement of the Selling Dealers' bona fide

accountable due diligence expenses shall not be paid to you for Units

sold to:

(i) the General Partner, its officers, directors or Affiliates,

including you; or

(ii) investors who buy Units through the officers and directors of

the General Partner.

(d) Subject to Section 4(f), pending receipt and acceptance by the General

Partner of subscriptions for the Minimum Offering Amount, all proceeds

received by you from the sale of Units shall be held in the Escrow

Account as provided in Section 14.

Unless at least the Minimum Offering Amount is received on or before

the Offering Termination Date, the Offering will be terminated, in

which event:

(i) the Dealer-Manager fee, the sales commission and the up to .5%

reimbursement of the Selling Dealers' bona fide accountable due

diligence expenses shall not be payable to you;

Anthem Securities, Inc. 5

Dealer-Manager Agreement

<PAGE>

(ii) all funds advanced by subscribers shall be returned to them with

interest earned; and

(iii) you shall deliver a termination letter in the form provided to

you by the General Partner to each of the subscribers and to

each of the offerees previously solicited by you and the Selling

Dealers in connection with the offering of the Units.

(e) Except as otherwise provided below, the fees, reimbursements, and sales

commissions set forth in Section 4(a) shall be paid to you within five

business days after the following:

(i) at least the Minimum Offering Amount has been received and

accepted by the Partnership; and

(ii) the subscription proceeds have been released from the Escrow

Account to the Partnership.

Thereafter, your fees, reimbursements and sales commissions shall be

paid to you and shall be reallowed to the Selling Dealers as described

above approximately every week until the Offering Termination Date, and

all your remaining fees, reimbursements and sales commissions shall be

paid by the Partnership no later than fourteen business days after the

Offering Termination Date.

(f) Notwithstanding anything to the contrary set forth in this Section 4:

(i) the Minimum Offering Amount shall not include Units subscribed

for by Iowa or Pennsylvania investors;

(ii) the subscription proceeds from Iowa and Pennsylvania investors

shall be deposited in a separate escrow account (the "IOWA AND

PENNSYLVANIA ESCROW ACCOUNT") by the Escrow Agent; and

(iii) no subscription proceeds shall be released from the Iowa and

Pennsylvania Escrow Account, and no fees, reimbursements or

commissions shall be payable with respect to Units sold to Iowa

and Pennsylvania investors, until an aggregate of $3,000,000 of

subscription proceeds, including the subscription proceeds of

Iowa and Pennsylvania investors and after any discounts set

forth in paragraph (c) above for certain investors, have been

received and accepted by the General Partner.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEALER-MANAGER. You

represent, warrant and covenant to the General Partner and the Partnership

that:

(a) You are a corporation duly organized, validly existing and in good

standing under the laws of the state of your formation or of any

jurisdiction in which your ownership of property or conduct of business

requires you to be so qualified. You have all requisite power and

authority to enter into this Agreement and to carry out your

obligations under this Agreement.

(b) This Agreement, when executed by you, will be duly authorized, executed

and delivered by you and a valid and binding agreement on your part and

enforceable in accordance with its

Anthem Securities, Inc. 6

Dealer-Manager Agreement

<PAGE>

terms except as may be limited by the effect of bankruptcy, insolvency,

moratorium, preferential or fraudulent conveyance or other similar laws

or equitable principles relating to or affecting the rights of

creditors generally, by general principles of equity, and by public

policy relating to claims for indemnification for securities laws

violations.

will not result in the following:

(i) any breach of any of the terms or conditions of, or a default

under your Articles of Incorporation or Bylaws, or any other

indenture, agreement or instrument to which you are a party or

by which you are bound; or

(ii) any violation of any order applicable to you of any court,

regulatory body or administrative agency having jurisdiction

over you or your affiliates.

(d) You are duly registered under the 1934 Act as a broker and dealer, and

you are a member in good standing of the NASD. You are duly registered

as a broker and dealer in the states where you are required to be

registered in order to carry out your obligations as contemplated by

this Agreement and the Prospectus. You agree to maintain all the

foregoing registrations in good standing throughout the term of the

offer and sale of the Units, and you agree to comply with all statutes

and other requirements applicable to you as a broker or dealer under

those registrations.

(e) Pursuant to your appointment as Dealer-Manager, you shall use your best

efforts to exercise the supervision and control that you deem necessary

and appropriate to the activities of you and the Selling Dealers to

comply with all the provisions of the 1933 Act insofar as the 1933 Act

applies to your and their activities under this Agreement. Further, you

and the Selling Dealers shall not engage in any activity which would

cause the offer and/or sale of the Units not to comply with the 1933

Act, the 1934 Act, the applicable rules and regulations of the

Commission, the applicable state securities laws and regulations, this

Agreement, and the NASD Conduct Rules, including Rules 2420, 2730, 2740

and 2750, and Rule 2810(b)(2) and (b)(3), which provide as follows:

Sec. (b)(2)

SUITABILITY

(A) A member or person associated with a member shall not

underwrite or participate in a public offering of a direct

participation program unless standards of suitability have

been established by the program for participants therein

and such standards are fully disclosed in the prospectus

and are consistent with the provisions of subparagraph (B)

of this section.

(B) In recommending to a participant the purchase, sale or

exchange of an interest in a direct participation program,

a member or person associated with a member shall:

(i) have reasonable grounds to believe, on the basis of

information obtained from the participant concerning

his investment objectives, other investments,

financial situation and

Anthem Securities, Inc. 7

Dealer-Manager Agreement

<PAGE>

needs, and any other information known by the member

or associated person, that:

(a) 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, including the tax benefits

where they are a significant aspect of the

program;

(b) 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

participant; and

(ii) maintain in the files of the member documents

disclosing the basis upon which the determination of

suitability was reached as to each participant.

(B) hereof, no member shall execute any transaction in a

direct participation program in a discretionary account

without prior written approval of the transaction by the

customer.

Sec. (b)(3)

DISCLOSURE

(A) Prior to participating in a public offering of a direct

participation program, a member or person associated with

a member shall have reasonable grounds to believe, based

on information made available to him by the sponsor

through a prospectus or other materials, that all material

facts are adequately and accurately disclosed and provide

a basis for evaluating the program.

(B) In determining the adequacy of disclosed facts pursuant to

subparagraph (A) hereof, a member or person associated

with a member shall obtain information on material facts

relating at a minimum to the following, if relevant in

view of the nature of the program:

(i) items of compensation;

(ii) physical properties;

(iii) tax aspects;

(iv) financial stability and experience of the sponsor;

(v) the program's conflicts and risk factors; and

Anthem Securities, Inc. 8

Dealer-Manager Agreement

<PAGE>

(vi) appraisals and other pertinent reports.

or person associated with a member may rely upon the

results of an inquiry conducted by another member or

members, provided that:

(i) the member or person associated with a member has

reasonable grounds to believe that such inquiry was

conducted with due care;

(ii) the results of the inquiry were provided to the

member or person associated with a member 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 program or an affiliate of such

sponsor.

(D) Prior to executing a purchase transaction in a direct

participation program, a member or person associated with

a member shall inform the prospective participant of all

pertinent facts relating to the liquidity and

marketability of the program during the term of

investment.

You and the Selling Dealers shall maintain records on the information

used to determine that the investment in the Units is suitable and

appropriate for each subscriber, and shall maintain these records for

at least six years after the Offering Termination Date.

(f) You agree to advise the General Partner in writing of each jurisdiction

in which you and the Selling Dealers propose to offer or sell the

Units; and you shall not nor shall you permit any Selling Dealer to

offer or sell the Units in any jurisdiction until you have been advised

in writing by the General Partner, or the General Partner's special

counsel, that the offer or sale of the Units:

(i) has been qualified in the jurisdiction;

(ii) is exempt from the qualification requirements imposed by such

jurisdiction; or

(iii) is otherwise not required to be qualified.

(g) You and the Selling Dealers have received copies of the Prospectus

relating to the Units and you and the Selling Dealers have 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.

You agree to provide, and shall require the Selling Dealers to provide,

each offeree with the following:

(i) a copy of the Prospectus; and

Anthem Securities, Inc. 9

Dealer-Manager Agreement

<PAGE>

(ii) any supplement or amendment to the Prospectus.

Also, unless advised otherwise by the General Partner, you and the

Selling Dealers may choose to provide each offeree with the following

sales materials (the "SALES LITERATURE"):

(i) an investor-use brochure reviewed by the NASD;

(ii) an investor presentation and invitations reviewed by the NASD;

and

(iii) any additional investor-use materials prepared by the

Partnership or the General Partner and reviewed by the NASD.

Any Sales Literature, if distributed, must have been preceded or

accompanied by the Prospectus.

(h) If a supplement or amendment to the Prospectus is prepared and

delivered to you by the Partnership, you agree and shall require any

Selling Dealer to agree 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 you and/or the Selling Dealer; and

(ii) to include each supplement or amendment in all future deliveries

of the Prospectus.

(i) In connection with any offer or sale of the Units you agree and shall

require any Selling Dealer to agree 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 or misleading statements of a material

fact in connection with the Offering; 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 unless approved

in writing by the General Partner.

(j) You agree to use your best efforts in the solicitation and sale of the

Units and to coordinate and supervise the efforts of the Selling

Dealers, and you shall require any Selling Dealer to agree to use its

best efforts in the solicitation and sale of the Units, including that:

(i) the prospective purchasers meet the suitability requirements set

forth in the Prospectus, the Subscription Agreement and this

Agreement; and

(ii) the prospective purchasers properly complete the Subscription

Agreement, together with any additional forms provided in any

supplement or amendment to the

Anthem Securities, Inc. 10

Dealer-Manager Agreement

<PAGE>

Prospectus, or otherwise provided to you by the General Partner

to be completed by prospective purchasers.

The General Partner shall have the right to reject any subscription at

any time for any reason without liability to anyone, including you, the

subscriber and the Selling Dealer. Subscription funds and executed

Subscription Agreements shall be transmitted as set forth in

Section 15.

(k) Although not anticipated, if you assist in any transfers of the Units,

then you shall comply, and you shall require any Selling Dealer to

comply, with the requirements of Rule 2810(b)(2)(B) and (b)(3)(D) of

the NASD Conduct Rules.

(l) You agree and covenant that:

(i) the representations and warranties you make in this Agreement

are and shall be true and correct at the applicable closing

date; and

(ii) you shall have fulfilled all your obligations under this

Agreement at the applicable closing date.

6. STATE SECURITIES REGISTRATION. Incident to the offer and sale of the Units,

the Partnership shall use its best efforts either in taking:

(a) all necessary action and filing all necessary forms and documents

deemed reasonable by it in order to qualify or register Units for sale

under the securities laws of the jurisdictions requested by you; or

(b) any necessary action and filing any necessary forms deemed reasonable

by it in order to obtain an exemption from qualification or

registration in those jurisdictions.

Notwithstanding the foregoing, the Partnership may elect not to qualify

or register Units in any state or jurisdiction for any reason in its

sole discretion. The Partnership shall inform you as to the

jurisdictions in which the Units have been qualified for sale or are

exempt from qualification. The Partnership and the General Partner have

not assumed and will not assume any obligation or responsibility as to

your right or any Selling Dealer's right to act as a broker or dealer

with respect to the Units in any jurisdiction.

The Partnership shall provide to you and the Selling Dealers for

delivery to all offerees and purchasers any additional information,

documents, and instruments that the Partnership deems necessary to

comply with the rules, regulations, and judicial and administrative

interpretations of all jurisdictions in which the Units will be offered

or sold.

The Partnership shall file all post-offering forms, documents, or

materials and take all other actions required by the jurisdictions in

which the offer and sale of Units has been qualified, registered, or is

exempt. However, the Partnership shall not be required to take any

action, make any filing, or prepare any document necessary or required

in connection with your status or any Selling Dealer's status as a

broker or dealer in any jurisdiction.

Anthem Securities, Inc. 11

Dealer-Manager Agreement

<PAGE>

The Partnership shall provide you with copies of all applications,

filings, correspondence, orders, other documents, or instruments

relating to any application for qualification, registration, or

exemption under all applicable securities laws for the offering.

7. EXPENSE OF SALE. Except as otherwise specifically set forth in this

Agreement, the expenses in connection with the offer and sale of the Units

shall be payable as set forth below.

(a) The Partnership shall pay all expenses incident to the performance of

its obligations under this Agreement, including the fees and expenses

of its attorneys and accountants and all fees and expenses of

registering or qualifying the Units for offer and sale in the states

and jurisdictions as set forth in this Agreement, or obtaining

exemptions from qualification or registration, even if this Offering is

not successfully completed.

(b) You shall pay all expenses incident to the performance of your

obligations under this Agreement, including the formation and

management of the selling group and the fees and expenses of your own

counsel and accountants, even if this Offering is not successfully

completed.

8. CONDITIONS OF THE DEALER-MANAGER'S DUTIES. Your obligations under this

Agreement shall be subject to the accuracy, as of the date of this Agreement

and at each applicable closing date of:

(a) the representations and warranties of the Partnership and the General

Partner made in this Agreement and

(b) to the performance by the Partnership and the General Partner of their

obligations under this Agreement.

9. CONDITIONS OF THE PARTNERSHIP'S AND THE GENERAL PARTNER'S DUTIES. The

Partnership's and the General Partner's obligations under this Agreement,

including the duty to pay compensation to you as set forth in this Agreement,

shall be subject to the following:

(a) the accuracy, as of the date of this Agreement and at each applicable

closing date, of your representations and warranties made in this

Agreement;

(b) the performance by you of your obligations under this Agreement; and

date, of fully executed subscription documents for each prospective

purchaser as required by this Agreement.

10. INDEMNIFICATION AND CONTRIBUTION.

(a) The General Partner agrees to indemnify, hold harmless and defend you

and your affiliates (within the meaning of Rule 405 of the 1933 Act)

and your respective directors, officers, employees, agents and

controlling persons (within the meaning of Section 15 of the 1933 Act

or Section 20 of the 1934 Act) (each, an "UNDERWRITER INDEMNIFIED

PARTY") from and against any and all losses, claims, damages,

liabilities and expenses (including but not limited to reasonable

attorneys' fees and any and all expenses whatsoever incurred in

investigating, preparing or defending against any litigation, commenced

or threatened, or any claim whatsoever, and any and all amounts paid in

settlement of any claim or litigation) ( "LOSSES") which any such

Underwriter Indemnified Party may incur under any applicable

Anthem Securities, Inc. 12

Dealer-Manager Agreement

<PAGE>

federal or state law, or otherwise, arising out of or based upon any

untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement or the Prospectus or in any

amendment or supplement thereto, or arising out of or based upon any

omission or alleged omission to state therein a material fact required

to be stated therein or necessary to make the statements therein not

misleading, except to the extent but only to the extent that such

losses, claims, damages, liabilities or expenses arise out of or are

based upon any untrue statement or omission or alleged untrue statement

or omission which has been made therein or omitted therefrom in

reliance upon and in conformity with the information furnished in

writing to the Partnership or the General Partner by or on behalf of

you expressly for use in connection therewith; provided, further, that

the indemnification contained in this paragraph (a) with respect to any

Prospectus shall not inure to the benefit of any Underwriter

Indemnified Party on account of any such Loss arising from the sale of

the Units by such Underwriter Indemnified Party to any person if a copy

of the Prospectus shall not have been delivered or sent to such person

within the time required by the 1933 Act and the regulations

thereunder, and the untrue statement or alleged untrue statement or

omission or alleged omission of a material fact contained in such

Prospectus was corrected in an amendment to the Prospectus.

(b) If any action, suit or proceeding is brought against any Underwriter

Indemnified Party with respect to which indemnity may be sought under

Section 10 (a), the Underwriter Indemnified Party shall promptly notify

the General Partner in writing, and the General Partner may elect to

assume the defense thereof, including the employment of counsel (which

counsel shall be reasonably acceptable to the Underwriter Indemnified

Party) and payment of all reasonable fees and expenses. The failure or

delay by an Underwriter Indemnified Party to notify the General Partner

shall not relieve it from liability which it may have to an Underwriter

Indemnified Party unless the failure or delay materially prejudices the

General Partner's ability to defend the action, suit or proceeding on

behalf of the Underwriter Indemnified Party. The Underwriter

Indemnified Party shall have the right to employ separate counsel in

any such action, suit or proceeding and to participate in (but not

control) the defense thereof, but the fees and expenses of such counsel

shall be at the expense of the Underwriter Indemnified Party unless:

(i) the General Partner has agreed in writing to pay such fees and

expenses;

(ii) the General Partner has failed to assume the defense or employ

counsel reasonably satisfactory to the Underwriter Indemnified

Party; or

(iii) the named parties to any such action, suit or proceeding

(including any impleaded parties) include both the Underwriter

Indemnified Party and/or the Partnership and the General

Partner, and the Underwriter Indemnified Party has been advised

by its counsel that representation of the Underwriter

Indemnified Party and/or the Partnership and the General Partner

by the same counsel would be inappropriate under applicable

standards of professional conduct (whether or not such

representation by the same counsel has been proposed) due to

actual or potential differing interests between them (in which

case the General Partner shall not have the right to assume the

defense of the action, suit or proceeding on behalf of the

Underwriter Indemnified Party) or that there may be legal

defenses available to the Underwriter Indemnified Party that are

different from or in addition to those available to the

Partnership and/or the General Partner.

Anthem Securities, Inc. 13

Dealer-Manager Agreement

<PAGE>

It is agreed, however, that the General Partner shall, in connection

with any one such action, suit or proceeding or separate but

substantially similar or related actions, suits or proceedings in the

same jurisdiction arising out of the same general allegations or

circumstances, be liable for the reasonable fees and expenses of only

one separate firm of attorneys (in addition to any local counsel) at

any time for all the Underwriter Indemnified Parties not having actual

or potential differing interests with you or among themselves, which

firm shall be designated in writing by you, and that all such fees and

expenses shall be reimbursed as they are incurred.

The General Partner shall not be liable for any settlement of any such

action, suit or proceeding effected without its written consent (which

consent shall not be unreasonably withheld), but if settled with its

written consent, or if there is a final judgment for the plaintiff in

any such action, suit or proceeding, the General Partner agrees to

indemnify and hold harmless any Underwriter Indemnified Party, to the

extent provided in this Section 10(b) and Section 10(a), from and

against any Loss by reason of the settlement or judgment.

the Partnership, their respective directors and officers who sign the

Registration Statement, any person who controls the General Partner or

the Partnership within the meaning of Section 15 of the 1933 Act or

Section 20 of the 1934 Act, and the Partnership's attorneys (each, a

"PARTNERSHIP INDEMNIFIED PARTY"), to the same extent as the foregoing

indemnity to you and the Selling Dealers, with respect to information

furnished in writing by or on behalf of you expressly for use in the

Registration Statement, the Prospectus or any amendment or supplement

thereto and with respect to a breach of your duties, obligations,

representations or warranties under this Agreement. If any action, suit

or proceeding is brought against a Partnership Indemnified Party in

respect of which indemnity may be sought under this Section 10(c), you

shall have the rights and duties given to the General Partner under

Section 10(b).

(d) If the indemnification provided for in this Section 10 is unavailable

to an indemnified party under either Section 10(a) or Section 10(c), as

the case may be, with respect to any Losses, then the appropriate

indemnifying party, in lieu of indemnifying the indemnified party,

shall contribute to the amount paid or payable by the indemnified party

as a result of those Losses:

(i) in the proportion that is appropriate to reflect the relative

benefits received by the General Partner and the Partnership on

the one hand and you and the Selling Dealers on the other hand

from the Offering; or

(ii) if, but only if, the allocation provided by clause (i) above is

not permitted by applicable law, in the proportion that is

appropriate to reflect not only the relative benefits referred

to in clause (i) above but also the relative fault of the

General Partner and the Partnership on the one hand and you and

the Selling Dealers on the other hand in connection with the

statements or omissions that resulted in those Losses, as well

as any other relevant equitable considerations.

The relative benefits received by the General Partner and the

Partnership on the one hand and you and the Selling Dealers on the

other hand shall be deemed to be in the same proportion as the total

net proceeds from the Offering (before deducting expenses) received by

the Partnership bear to the total underwriting compensation set forth

in Section 4(a) paid or reimbursed to you and the Selling Dealers. No

person guilty of

Anthem Securities, Inc. 14

Dealer-Manager Agreement

<PAGE>

fraudulent misrepresentation (within the meaning of Section 11(f) of

the 1933 Act), however, shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation.

(e) No indemnifying party shall, without the prior written consent of the

indemnified party (which consent shall not be unreasonably withheld),

effect any settlement of any pending or threatened action, suit or

proceeding with respect to which any indemnified party is or could have

been a party and indemnity could have been sought under this Section 10

by the indemnified party, unless the settlement includes an

unconditional release of the indemnified party from all liability on

the claims that are the subject matter of the action, suit or

proceeding.

(f) Any Losses for which an indemnified party is entitled to

indemnification or contribution under this Section 10 shall be paid by

the indemnifying party to the indemnified party as the Losses are

incurred.

11. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All representations,

warranties, and agreements of the Partnership, the General Partner and you

in this Agreement, including the indemnity agreements contained in Section

10, 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: you or any person who controls

you within the meaning of Section 15 of the 1933 Act or Section 20 of

the 1934 Act; the General Partner, or any of its officers, directors or

any person who controls the General Partner within the meaning of

Section 15 of the 1933 Act or Section 20 of the 1934 Act; or any other

indemnified party; and

12. TERMINATION.

(a) You shall have the right to terminate this Agreement, other than the

indemnification provisions of Section 10, by giving written notice any

time at or before a closing date if:

(i) the Partnership and the General Partner have failed, refused, or

been unable at or before the closing date, to perform any of

their obligations under this Agreement; or

(ii) an event has materially and adversely affected the value of the

Units.

(b) The Partnership and the General Partner may terminate this Agreement,

other than the indemnification provisions of Section 10, for any reason

and at any time, by promptly giving written notice to you at or before

a closing date.

13. NOTICES.

(a) Any notice, request or consent provided for or permitted to be given

under this Agreement must be in writing and must be given by depositing

it in the United States mail, addressed to the party to be notified,

postpaid, and registered or certified with return receipt requested, or

by delivering it in person or by telecopier to that party. Notice given

by personal delivery or mail shall be effective on actual receipt.

Anthem Securities, Inc. 15

Dealer-Manager Agreement

<PAGE>

Notice given by telecopier shall be effective on actual receipt if

received during the recipient's normal business hours, or at the

beginning of the recipient's next business day after receipt if not

received during the recipient's normal business hours.

(b) All notices to be sent to you shall be sent to 1845 Walnut Street, 10th

Floor, Philadelphia, Pennsylvania 19103, Facsimile: (215) 546-5388,

Attention: Dar Patel, Vice President.

be sent c/o Leaf Asset Management, Inc., 1845 Walnut Street, 10th

Floor, Philadelphia, Pennsylvania 19103, Facsimile: (215) 574-8176; or

at such other address as such party may stipulat

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates