Exhibit 1(c)
ATLAS AMERICA PUBLIC #12-2003 PROGRAM
SELECTED INVESTMENT ADVISOR AGREEMENT
SELECTED INVESTMENT ADVISOR AGREEMENT
TABLE OF CONTENTS
Page
1. Description of Units......................................................1
2. Representations, Warranties and Agreements of the
Managing General Partner............................................2
3. Purchase of Units.........................................................3
4. Compensation to SIA.......................................................8
5. Association of the Partnerships with Other Advisors and Dealers...........8
6. Conditions of the SIA's Obligations.......................................8
7. Conditions to the Managing General Partner's Obligations..................8
8. Covenants of the SIA......................................................8
9. Covenants of the Managing 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 ATLAS AMERICA PUBLIC
#12-2003 PROGRAM
SELECTED INVESTMENT ADVISOR AGREEMENT
RE: ATLAS AMERICA PUBLIC #12-2003 PROGRAM
THIS SELECTED INVESTMENT ADVISOR AGREEMENT, which is referred to as the
"Agreement" is made and entered into as of the day indicated on Exhibit A
attached hereto and by this reference incorporated herein, between Atlas
Resources, Inc., which is referred to as the "Managing General Partner," on
behalf of Atlas America Public #12-2003 Program, and the selected investment
advisor (the "SIA") identified in Exhibit A hereto.
1. Description of Units.
(a) Atlas America Public #12-2003 Program, which is referred to as the
"Program," is a series of up to three limited partnerships to be
organized under the laws of Delaware as described below. These
limited partnerships are sometimes referred to in this Agreement in
the singular as a "Partnership" or in the plural as "Partnerships."
The Partnerships will be named as follows:
(i) Atlas America Public #12-2003 Limited Partnership;
(ii) Atlas America Public #12-2004(A) Limited Partnership; and
(iii) Atlas America Public #12-2004(B) Limited Partnership.
On behalf of the Program and the Partnerships, a Registration
Statement on Form S-1 (Registration No. 333-105811) relating to the
offer and sale of the limited partner and investor general partner
interests in the Partnerships, which are referred to as the "Units,"
was filed on June 4, 2003, with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
which is referred to as the "Act." The Registration Statement has
been declared effective by the Commission and the Partnerships 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 Managing General Partner
pursuant to 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 thereto shall have become effective,
the term "Prospectus" shall refer to the Prospectus filed
pursuant thereto from and after the date on which it was
filed.
Terms defined in the Prospectus and not otherwise defined in this
Agreement shall have the meanings set forth in the Prospectus.
(b) Generally, the Units will be sold at a price of $10,000 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
Managing General Partner of the minimum subscription proceeds of
$1,000,000 in a Partnership by its Offering Termination Date as
described in the Prospectus (the "Offering Termination Date"), the
Managing General Partner may break escrow and use the subscription
proceeds for the Partnership's drilling activities, which is
referred to as the "Initial Closing Date." The subscription period
for each Partnership will be as described in the Prospectus.
However, the offering of Atlas America Public #12-2003 Limited
Partnership may not extend beyond December 31, 2003, the offering of
Atlas America Public #12-2004(A) Limited Partnership may not extend
beyond July 30, 2004, and the offering of Atlas America Public
#12-2004(B) Limited Partnership may not extend beyond December 31,
2004. Also, the maximum subscriptions of all the Partnerships, in
the aggregate, must not exceed the registered amount of $75 million.
The Managing General Partner will notify the SIA of the Initial Closing
Date and Offering Termination Date for each Partnership.
2. Representations, Warranties and Agreements of the Managing General
Partner. The Managing General Partner represents and warrants to and
agrees with you that:
(a) The Partnerships composing the Program have 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 Managing General Partner shall provide to you for delivery to
all offerees and purchasers and their representatives the
information and documents that the Managing General Partner deems
appropriate to comply with the Act and applicable state securities
acts, which are referred to as the "Blue Sky" laws.
(c) The Units when issued will be duly authorized and validly issued as
set forth in the Agreement of Limited Partnership of each
Partnership, which is referred to as the "Partnership Agreement,"
the form of which is included as Exhibit (A) to the Prospectus, and
subject only to the rights and obligations set forth in the
Partnership Agreement or imposed by the laws of the state of
formation of each Partnership or of any jurisdiction to the laws of
which each Partnership is subject.
(d) Each Partnership will be duly formed under the laws of the State of
Delaware and once formed will be 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.
Each Partnership will be qualified to do business as a limited
partnership or similar entity offering limited liability in those
jurisdictions where the Managing General Partner deems the
qualification necessary to assure limited liability of the limited
partners.
(e) The Prospectus, as supplemented or amended, does not contain an
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements in the Prospectus, in
the light of the circumstances under which they are made, not
misleading.
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3. Purchase of Units.
(a) The SIA represents and warrants and agrees with the Managing General
Partner that it is:
(i) an entity, as designated in Exhibit A hereto;
(ii) organized and presently in good standing in the state or
states designated in Exhibit A hereto; and
(iii) presently registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and presently
registered or licensed as an investment advisor by the
appropriate regulatory agency of each state in which the SIA
has clients, or it is exempt from such registration
requirements.
(b) Subject to the terms and conditions herein set forth, the Managing
General Partner hereby makes available for purchase by the clients
of the SIA a portion of the Units. The SIA hereby covenants,
warrants and agrees that, in regard to any purchase of the Units by
its clients, it will comply with:
(i) all of the terms and conditions of the Prospectus; and
(ii) all applicable state and federal laws, including the
Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the Investment Advisers Act of 1940,
as amended, and any and all regulations and rules pertaining
thereto, heretofore or hereafter issued by the SEC.
The SIA further agrees to the following:
(i) not to make any statement inconsistent with the statements in
the Prospectus, the Partnership Agreement, and any supplements
or amendments to the Prospectus;
(ii) not to make any untrue or misleading statements of a material
fact in connection with the Units; and
(iii) 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 Managing General Partner unless approved in
writing by the Managing General Partner.
(c) Clients of the SIA may, following receipt of written notice by the
SIA from the Managing General Partner of the effective date of the
Registration Statement, purchase the Units 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
such sales literature which shall conform in all respects to any
restrictions of local law and the applicable requirements of the
Securities Act of 1933, as amended, and which has been approved in
writing by the Managing General Partner. Any such sales literature,
if distributed, must have been preceded by, or must be accompanied
by, the Prospectus. The Managing General Partner reserves the right
to establish additional procedures as it may deem necessary to
ensure compliance with the requirements of the
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Registration Statement, and the SIA shall comply with all such
additional procedures to the extent that it has received written
notice thereof.
(d) Pending receipt of the minimum subscription proceeds of $1,000,000
of a Partnership, all monies received for purchase of any of the
Units shall be forwarded by the SIA to the Managing General Partner
for delivery to National City Bank of Pennsylvania (the "Escrow
Agent"), where such monies will be deposited in an escrow account
established by the Managing General Partner solely for such
subscriptions, except that, until such time (if any) that such
monies are deliverable to the Managing General Partner pursuant to
the Escrow Agreement between the Managing General Partner and the
Escrow Agent, the SIA shall return any check not made payable to:
(i) "Atlas America Public #12-2003 Limited Partnership, Escrow
Agent, National City Bank of PA";
(ii) "Atlas America Public #12-2004(A) Limited Partnership, Escrow
Agent, National City Bank of PA"; or
(iii) "Atlas America Public #12-2004(B) Limited Partnership, Escrow
Agent, National City Bank of PA"
directly to the subscriber who submitted the check. Subscriptions
shall be executed as described in the Registration Statement or as
directed by the Managing General Partner. The SIA shall deliver the
check and the original subscription documents to the Managing
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 Managing General Partner shall
have full authority to take such action as it may deem advisable in
respect to all matters pertaining to the performance of the SIA
under this Agreement.
(f) The Units may be purchased by clients of the SIA:
(i) only where the Units may be legally offered and sold;
(ii) only by such persons in such states who shall be legally
qualified to purchase the Units; and
(iii) only by such persons in such states in which the SIA is
registered as an investment advisor or exempt from any
applicable registration requirements.
(g) The SIA shall have no obligation under this Agreement to advise its
clients to purchase any of the Units.
(h) The SIA 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 Managing
General Partner and set forth in the Prospectus, and minimum
purchase requirements set forth in the Prospectus;
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(ii) can reasonably benefit from an investment in the Partnership
based on each prospective investor's overall investment
objectives and portfolio structure;
(iii) are able to bear the economic risk of the investment based on
each prospective investor's overall financial situation;
(iv) have apparent understanding of:
(1) the fundamental risks of the investment;
(2) the risk that the prospective investor may lose the
entire investment;
(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 Managing General Partner; and
(6) the tax consequences of an investment in the Units; and
(v) the SIA will make the determinations required to be made by it
pursuant to 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 of the prospective investor; and
(8) any other pertinent factors deemed by the SIA to be
relevant.
(i) In addition to complying with the provisions of subparagraph (h)
above, and not in limitation of any other obligations of the SIA to
determine suitability imposed by state or federal law, the SIA
agrees that it will comply fully with the following provisions:
(i) the SIA shall have reasonable grounds to believe, based on
information provided by the investor concerning his investment
objectives, other investments, financial situation and needs,
and upon any other information known by the SIA, that:
(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 Units;
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(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 Units (including
potential loss of his entire investment and 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, and
the SIA shall maintain files disclosing the basis upon which
the determination of suitability was made;
(ii) the SIA shall not execute any transaction involving the
purchase of Units in a discretionary account without prior
written approval of the transactions by the investor;
(iii) the SIA shall have reasonable grounds to believe, based upon
the information made available to it, that all material facts
are adequately and accurately disclosed in the Registration
Statement and provide a basis for evaluating the Units;
(iv) in making the determination set forth in subparagraph (iii)
above, the SIA shall evaluate items of compensation, physical
properties, tax aspects, financial stability and experience of
the sponsor, conflicts of interest and risk factors,
appraisals, as well as any other information deemed pertinent
by it; and
(v) the SIA shall inform each prospective investor of all
pertinent facts relating to the liquidity and marketability of
the Units.
(j) The SIA agrees to retain in its files, for a period of at least six
years, information which will establish that each purchaser of Units
falls within the permitted class of investors.
(k) The SIA either:
(i) shall not purchase Units for its own account; or
(ii) shall hold for investment any Units purchased for its own
account.
(l) The SIA hereby confirms that it is familiar with Securities Act
Release No. 4968 and Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, relating to the distribution of preliminary and
final prospectuses, and confirms that it has complied and will
comply therewith.
(m) The SIA shall deliver a copy of Section 260.141.11 of the California
Corporate Securities Law of 1968 to each client of the SIA that
purchases Units and resides in California.
(n) A sale of Units shall be deemed to be completed only after the
Managing General Partner receives a properly completed Subscription
Agreement for Units from the SIA evidencing the fact that the
investor had received a final Prospectus for a period of not less
than five full business days, together with payment of the full
purchase price of each purchased Unit from a buyer who satisfies
each of the terms and conditions of the Registration Statement and
Prospectus, and only after such Subscription Agreement has been
accepted in writing by the Managing General Partner.
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(o) Clients of the SIA who have been advised by the SIA on an ongoing
basis regarding investments other than in a Partnership, and who are
not being charged by the SIA, through the payment of commissions or
otherwise, direct transaction based fees in connection with the
purchase of the Units, shall purchase the Units net of the 7% Sales
Commissions, at a per Unit purchase price of $9,300.
(p) The SIA shall not offer or sell the Units in any state until the SIA
has been advised in writing by the Managing General Partner, or the
Managing General Partner's 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
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 Managing General Partner;
and
(ii) the prior written approval of the form and content thereof by
the Commission, the NASD and the securities authorities of the
states where such advertisement or solicitation is to be
circulated.
Any such advertisements or solicitations 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 Managing 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 has been
provided as Exhibit (I-B) to the Partnership Agreement, Exhibit (A)
of the Prospectus, together with any additional forms provided in
any supplement or amendment to the Prospectus, or otherwise provided
to the SIA by the Managing General Partner to be completed by
prospective purchasers.
(u) The SIA agrees and covenants that:
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(i) the representations and warranties the SIA makes in this
Agreement are and shall be true and correct at the applicable
closing date; and
(ii) the SIA shall and will have fulfilled all of its obligations
under this Agreement at the applicable closing date.
4. Compensation to SIA. The Managing General Partner shall pay no fees,
commissions, or other compensation to the SIA.
5. Association of the Partnerships with Other Advisors and Dealers. It is
expressly understood between the Managing General Partner and the SIA that
the Managing General Partner, the Dealer-Manager, and/or the Partnerships
may cooperate with broker/dealers who are registered as broker/dealers
with the National Association of Securities Dealers, Inc. (the "NASD") or
with other investment advisors registered under the Investment Advisers
Act of 1940, as amended. Such broker/dealers and investment advisors may
enter into agreements with the Managing General Partner, the
Dealer-Manager, and/or the Partnerships on terms and conditions identical
or similar to this Agreement and shall receive such rates of commission or
other fees as are agreed to between the Managing General Partner, the
Dealer-Manager, and/or the Partnerships 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 hereunder are
subject, during the term of this Agreement and the offering, to:
(a) the performance by the Managing General Partner of its obligations
hereunder and compliance by the Managing General Partner with the
covenants set forth in Section 9 hereof; and
(b) the conditions that:
(i) the Registration Statement shall become and remain effective;
and
(ii) no stop order shall have been issued suspending the
effectiveness of the offering.
7. Conditions to the Managing General Partner's Obligations. The obligations
of the Managing General Partner hereunder are subject, during the term of
this Agreement and the offering, to the conditions that:
(a) at the effective date of the Registration Statement and thereafter
during the term of this Agreement while any Units remain unsold, the
Registration Statement shall remain in full force and effect
authorizing the offer and sale of the Units;
(b) no stop order suspending the effectiveness of the offering or other
order restraining the offer or sale of the Units shall have been
issued nor proceedings therefor initiated or threatened by any state
regulatory agency or the SEC; and
(c) the SIA shall have satisfactorily performed all of its obligations
hereunder and complied with the covenants set forth in Section 8
hereof.
8. Covenants of the SIA. The SIA covenants, warrants and represents, during
the term of this Agreement, that:
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(a) the SIA is registered as an investment advisor under the Investment
Advisers Act of 1940, as amended, and registered or licensed as an
investment advisor by the appropriate regulatory agency of each
state in which the advisor has clients, or it is exempt from such
registration requirements;
(b) neither the SIA nor any person associated with the SIA is registered
as a broker/dealer or registered representative with the NASD;
(c) the SIA will comply with all applicable federal and state securities
laws, including, without limitation, the disclosure requirements of
the Investment Advisers Act of 1940, as amended, and the provisions
thereof requiring disclosure of the existence of this Agreement and
the compensation to be paid to the SIA hereunder; and
(d) the SIA will maintain the records required by Section 204 of the
Investment Advisers Act of 1940, as amended, and Rule 204-2
thereunder in the form and for the periods required thereby.
9. Covenants of the Managing General Partner. The Managing General Partner
covenants, warrants and represents, during the full term of this
Agreement, that:
(a) it will use its best efforts to maintain the effectiveness of the
Registration Statement and to file such applications or amendments
to the Registration Statement as may be reasonably necessary for
that purpose;
(b) it will inform the SIA whenever and as soon as it receives or learns
of any order issued by the SEC, any state regulatory agency or any
other regulatory agency which suspends the effectiveness of the
Registration Statement or prevents the use of the Prospectus or
which otherwise prevents or suspends the offering or sale of the
Units, or receives notice of any proceedings regarding any such
order;
(c) it will use its best efforts to prevent the issuance of any order
described in subparagraph (b) hereof and to obtain the lifting of
any such order if issued;
(d) it will give the SIA written notice when the Registration Statement
becomes effective and will deliver to the SIA such number of copies
of the Prospectus, and any supplements and amendments thereto, which
are finally approved by the SEC, as the SIA may reasonably request
for sale of the Units;
(e) it will promptly notify the SIA of any post-effective amendments or
supplements to the Registration Statement or Prospectus, and will
furnish the SIA with copies of any revised Prospectus and/or
supplements and amendments to the Prospectus;
(f) it will keep the SIA fully informed of any material development to
which the Partnerships are a party or which concerns the business
and condition of the Partnerships; and
(g) it will use its best efforts to cause, at or prior to the time the
Registration Statement becomes effective, the qualification of the
Units for offering and sale under the securities laws of such states
as the Partnerships shall elect.
10. Payment of Costs and Expenses. The SIA shall pay all costs and expenses
incident to the performance of its obligations under this Agreement.
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11. Indemnification.
(a) The SIA shall indemnify and hold harmless the Managing General
Partner, each Partnership and its attorneys against any losses,
claims, damages or liabilities, joint or several, to which they may
become subject under the Act, the Act of 1934, or otherwise insofar
as the losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based on the SIA's breach of
any of its duties and obligations, representations, or warranties
under the terms or provisions of this Agreement (including but not
limited to an untrue statement or alleged untrue statement of a
material fact, or any omission or alleged omission of a material
fact, other than a statement, omission, or alleged omission by the
SIA which is also, as the case may be, contained in or omitted from
the Prospectus or the Registration Statement and which statement or
omission was not based on information supplied to the Managing
General Partner by 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 Managing General Partner shall indemnify and hold the SIA
harmless against any losses, claims, damages or liabilities, joint
or several, to which the SIA may become subject under the Act, the
Act of 1934, or otherwise insofar as the losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are
based on the Managing General Partner's breach of any of its duties
and obligations, representations, or warranties under the terms or
provisions of this Agreement, and the Managing General Partner shall
reimburse the SIA for any legal or other expenses reasonably
incurred in connection with investigating or defending the losses,
claims, damages, liabilities, or actions.
(c) The foregoing indemnity agreements shall extend on the same terms
and conditions to, and shall inure to the benefit of, each person,
if any, who controls each indemnified party within the meaning of
the Act.
(d) Promptly after receipt by an indemnified party of notice of the
commencement of any action, the indemnified party shall, if a claim
in respect of the action is to be made against an indemnifying party
under this Section, notify the indemnifying party in writing of the
commencement of the action; but the omission to promptly notify the
indemnifying party shall not relieve the indemnifying party from any
liability which it may have to any indemnified party. If any action
is brought against an indemnified party, it shall notify the
indemnifying party of the commencement of the action, and the
indemnifying party shall be entitled to participate in, and, to the
extent that it wishes, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with
counsel satisfactory to the indemnified and indemnifying parties.
After the indemnified party has received notice from the agreed on
counsel that the defense of the action under this paragraph has been
assumed, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified
party in connection with the defense of the action other than with
respect to the agreed on counsel who assumed the defense of the
action.
12. Representations and Agreements to Survive Delivery. All representations,
warranties, and agreements of the Managing General Partner and the SIA in
this Agreement, including the indemnity agreements contained in Section 11
of this Agreement, shall:
(a) survive the delivery, execution and closing of this Agreement;
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(b) remain operative and in full force and effect regardless of any
investigation made by or on behalf of the SIA or any person who
controls the SIA within the meaning of the Act, or by the Managing
General Partner, or any of its officers, directors, or any person
who controls the Managing General Partner within the meaning of the
Act, or any other indemnified party; and
(c) survive delivery of the Units.
13. Term of Agreement.
(a) This Agreement shall become effective on the date on which this
Agreement is executed by the Managing General Partner and the SIA.
The SIA and the Managing General Partner may each prevent this
Agreement from becoming effective, without liability to the other,
by written notice before the time this Agreement otherwise would
become effective.
(b) After this Agreement becomes effective, either party may terminate
it at any time for any reason by giving 30 days' written notice to
the other party; provided, however, that this Agreement shall in any
event automatically terminate at the first occurrence of any of the
following events:
(i) the Registration Statement for offer and sale of the Units
shall cease to be effective;
(ii) the offering shall be terminated; or
(iii) the SIA's license or registration to act as an investment
advisor shall be revoked or suspended by any federal,
self-regulatory or state agency and such revocation or
suspension is not cured within 10 days from the date of such
occurrence. In any event, this Agreement shall be deemed
suspended during any period for which such license is revoked
or suspended.
14. Notices.
(a) All notices or communications under this Agreement, except as
otherwise specifically provided, shall be in writing.
(b) Any notice or communication sent by the Managing General Partner to
the SIA shall be mailed, delivered, or sent by facsimile, e-mail or
telegraph, and confirmed to the SIA to the person whose name and
address are identified in Exhibit A hereto.
(c) Any notice or communication sent by the SIA to the Managing General
Partner or the Partnership shall be mailed, delivered, or sent by
facsimile, e-mail or telegraph, and confirmed at 311 Rouser Road,
Moon Township, Pennsylvania 15108.
15. Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, and shall not be assigned or transferred by the SIA
by operation of law or otherwise.
16. Miscellaneous.
(a) This Agreement shall be construed in accordance with the applicable
laws of the Commonwealth of Pennsylvania.
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(b) Nothing in this Agreement shall constitute the SIA as in association
with or in partnership with the Managing General Partner or the
Partnerships.
(c) This Agreement, including Exhibit A hereto, embodies the entire
understanding, between the parties to the Agreement, and no
variation, modification or amendment to this Agreement shall be
deemed valid or effective unless it is in writing and signed by both
parties hereto.
(d) If any provision of this Agreement shall be deemed void, invalid or
ineffective for any reason, the remainder of the Agreement shall
remain in full force and effect.
(e) This Agreement may be executed in counterpart copies, each of which
shall be deemed an original but all of which together shall
constitute one and the same instrument comprising this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year indicated on Exhibit A hereto.
SELECTED INVESTMENT ADVISOR PROGRAM
- --------------------------- ATLAS AMERICA PUBLIC #12-2003 PROGRAM
(Name of SIA)
By: Atlas Resources, Inc.
Managing General Partner
By: By:
-------------------------------- -------------------------------
Print Name: Jack L. Hollander, Senior
--------------------- Vice President - Direct
Title: Participation Programs
-------------------------------
Witness:
-----------------------------
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EXHIBIT A
TO
SELECTED INVESTMENT ADVISOR AGREEMENT
OF
ATLAS AMERICA PUBLIC #12-2003 PROGRAM
This Exhibit A is attached to and made a part of that certain Selected
Investment Advisor Agreement, by and between Atlas Resources, Inc., which is
referred to as the "Managing General Partner," on behalf of Atlas America Public
#12-2003 Program and the Partnerships, and ____________________________, as the
RIA.
1. Date of Agreement:
2. Identity of RIA:
Name:
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Type of Entity:
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(To be completed by the RIA, e.g., corporation,
partnership or sole proprietorship.)
State Organized in:
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(To be completed by RIA.)
Qualified To Do Business and in Good Standing in the Following Jurisdictions
(including your state of organization). (Note: Qualification to do business in
any jurisdiction is generally a requirement imposed by the secretary of state or
other authority of jurisdictions in which you do business, and is not related to
your holding a license as an investment advisor in such jurisdictions. Questions
concerning this matter should be directed to your legal counsel.)
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(To be completed by the RIA)
Registered as an Investment Advisor in the following States:
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(To be completed by the RIA)
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3. Name and Address for Notice Purposes (see Paragraph 14 of Agreement):
Name:
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Title:
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Company:
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Address:
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City, State and Zip Code:
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Telephone Number (including area code):
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4. Please complete the following for our records:
(a) How many registered investment advisors are with your firm?
PLEASE ENCLOSE A CURRENT LIST. ALL INFORMATION WILL BE HELD IN
CONFIDENCE.
(b) Does your firm publish a newsletter? Yes No
What is/are the frequency of the publication(s)?
Weekly Monthly Quarterly
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Bi-weekly Bi-monthly Other (please specify)
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PLEASE PLACE JHollander@atlasamerica.com ON YOUR MAILING LIST
AND PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(c) Does your firm have regular internal mailings, or bulk package
mailings to its registered investment advisors?
Yes No
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PLEASE PLACE JHollander@atlasamerica.com ON YOUR MAILING LIST
AND PROVIDE A SAMPLE OF THE PUBLICATION IF AVAILABLE.
(d) Does your firm have a computerized electronic mail (E-Mail)
system for your registered investment advisors?
Yes No
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If so, please provide e-mail address:
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(e) Website address:
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Person responsible:
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