Exhibit (a)(4)
TRANSFEROR'S (SELLER'S) APPLICATION FOR TRANSFER (ASSIGNMENT AND SUBSTITUTION)
To: RELATED CAPITAL COMPANY Transaction Ref. Number:
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General Partner or Transfer Agent
(See Instruction 41)
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(Optional - See Instruction #2)
625 Madison Avenue
New York, New York 10022
Attn: Investor Services Department
(212) 5.0021-5333
The transferor makes application to transfer and assign, subject to the general
partner's rights, and the conditions set forth on Appendix A, to the transferee
all rights and interests, as set forth in the partnership below and for the
transferee to succeed to such interest as a Substitute Limited Partner
Substitute BACsholder.
LIBERTY TAX CREDIT PLUS II L.P.
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PARTNERSHIP ID INFORM QUANTITY
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CUSIP: Number of BACs Number of BACs
PARTNERSHIP TAX ID #: 13-3458180 to be to be held
TAX SHELTER ID #: transferred: after transfer:
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REGISTRATION INFORMATION indicate exactly as shown on partnership records.
Partnership interests are currently registered as follows:
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Name of Transferor (Registrant)
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TAX IDENTIFICATION INFORMATION
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Address of Record (See Instruction #4)
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SOCIAL SECURITY OR TAX ID
NUMBER:
CALIFORNIA RESIDENTS: It is unlawful to consummate a sale or transfer of limited
partnership interests or any interest therein, or to receive any consideration
therefore, without the prior written consent of the COMMISSIONER OF CORPORATIONS
of the State of California, except as permitted by the Commissioner's rules.
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CERTIFICATION
The transferor hereby certifies and represents possession of valid title and all
requisite power to assign such interests and that assignment is in accordance
with applicable laws and regulations and further certifies, under penalty of
law, the following:
REASON FOR TRANSFER (Check one) For certain types of transfer additional
documentation maybe required.
________Re-registration (Change of name,
divorce/separation, individual to trust, etc.) , __X__Sale (for consideration)
________Death* _________Gift _______other (please specify)_____________________
*In cases of death please forward death certificate and letters testamentary (if
applicable).
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SIGNATURE EXECUTION Must be signed by registered holder(s) exactly as
name(s) appear(s) on the Partnership records and be signature guaranteed. (See
Instruction 95 00)
Transferor Signature_____________________________ Date__________________________
Co-Transferor's Signature________________________ Date__________________________
If signature is by trustee(s), executor(s), administrator(s) , guardian(s),
agent(s), officer(s) of a corporation or another acting in a fiduciary or
representative capacity, please provide the following information. Only
signature of transferor(s) is/are accepted Power of attorney and Attorney-in-
fact is not accepted.
Name(s)_____________________________ Capacity (Full Title)._____________________
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SIGNATURE GUARANTEE The signature must be guaranteed by a member of an approved
Signature Guarantee Medallion Program
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INSTRUCTIONS
1. TRANSFER FORMS. To effect the requested transfer both transferee and
transferor forms must be submitted together with the required fees. 2.
TRANSACTION REFERENCE NUMBER. The use of this space is optional. The number
placed in this space shall be internally generated by a broker or agreed upon by
two or more brokers and shall correspond to internal records tracking system(s).
3. TAX INFORMATION, If' a Custodial Account, both Custodian/Trustee's and
client's tax numbers should be completed.. 4. SIGNATURE EXECUTION. The signature
must correspond with the name of the registered holder exactly as it appears on
the Partnership records. Persons who sign as a representative or other fiduciary
capacity must indicate their capacity when signed and, unless waived by the
Partnership or its agent in its sole discretion, must present satisfactory
evidence of their authority to so act. 5. DISTRIBUTION ALLOCATION
AGREEMENT.(Optional). Complete as indicated if you wish the Partnership to make
special arrangements for the payment of future distributions.
APPENDIX A
to
Transferor's (Seller's) Application for Transfer (Assignment and Substitution)
Transferee's (Buyer's) Application for Transfer (Assignment and Substitution)
Conditions Regarding Assignment and Substitution
The following conditions and acknowledgments shall apply to the
proposed Assignment and Substitution:
1. Definitions. All capitalized terms used herein have the meanings
ascribed to them in the Partnership Agreement, unless otherwise
defined herein.
2. Substitution. The transferee and transferor (collectively the
"Applicants") hereby acknowledge and agree that the transferee shall
not become a Substituted Limited Partner and the transferor shall
remain a Limited Partner unless and until such time as (a) the General
Partner approves and accepts this Application and (b) the other terms
and conditions contained in the Partnership Agreement for becoming a
Substituted Limited Partner have been satisfied.
3. General Partner Approval. The Applicants hereby acknowledge and agree
that no Assignment and Substitution shall occur unless and until the
General Partner, in its sole and absolute discretion, shall approve
such Assignment and Substitution and the General Partner may not
approve if any proposed Assignment and Substitution may, alone or when
aggregated with other proposed or actual Assignments and
Substitutions, prevent the Partnership from relying on any safe harbor
protection from publicly-traded partnership treatment under U.S.
Treasury Regulations 1.7704-1.. The General Partner may require any
proposed Assignor to deliver a written opinion of counsel addressed to
the Partnership that the Assignment and Substitution will not result
in the Partnership being treated as a publicly traded partnership
taxed as a corporation for federal, state or local tax purposes. Such
legal opinion must be in a form and content satisfactory to the
Partnership and its counsel and must be in the form of a "reliance
opinion" for purposes of Internal Revenue Service Circular 2.30.
Notwithstanding the delivery of such an opinion to the Partnership,
the General Partner shall retain sole and absolute discretion to
approve or disapprove the proposed Assignment and/or Substitution.
4. Effect of Non-Approval of Substitution. If the General Partner does
not approve and accept this Application, or if the Applicants do not
comply with all of the applicable provisions of the Partnership
Agreement respecting Substituted Limited Partners then, subject to the
Applicants complying with the provisions of the Partnership Agreement
respecting transfers of Limited Partnership Interest the transferee
shall become only an assignee of the transferor and shall receive only
the economic benefits of the interest to which the transferor would
otherwise be entitled to receive and the transferee shall have none of
the other rights of a Limited Partner BACsholder granted under the
Partnership Agreement or by law, including, without limitation, any
voting rights, or any rights to inspect the Partnership's books,
records or lists of Limited Partners or BACsholders.
If the transferee for any reason does not become a Substituted Limited
Partner, then the applicants hereby agree that the transferee shall
not, directly or indirectly (including, without limitation, through
any agreement or arrangement with the transferor or any other Limited
Partner), exercise or attempt to exercise any of the rights of a
Limited Partner (including, without limitation, any voting rights and
any rights to inspect the Partnership's books, records and lists of
Limited Partners) other than the rights as an assignee to receive only
the economic benefits of the interest transferred to the transferee,
as provided in the last sentence contained in section 7.2D of the
Partnership Agreement.
5. Tender Offers. The Applicants hereby agree that they will neither
request access to or copies of any of the Partnership's books and
records or the lists of Limited Partners for the purpose of conducting
or facilitating any tender offer or other offer or solicitation to buy
Limited Partnership Interests (a "Tender Offer"), regardless of the
number of Limited Partnership Interests sought to be acquired through
any such Tender Offer (e.g., regardless of whether such Tender Offer
is or is not registered with the Securities and Exchange Commission),
nor otherwise pursue any Tender Offer, unless the person making such
Tender Offer complies with all of the terms and conditions set forth
herein:
a. Any Tender Offer conducted by either Applicant or any of their
affiliates (as their term is defined under the Securities and Exchange
Act of 1933, as amended) shall afford BACsholders and/or Limited
Partners withdrawal rights during at least the first seven days after
the dissemination of the Tender Offer.
b. Any Tender Offer conducted by either Applicant or any of their
affiliates shall afford Limited Partners with proration rights at
least with respect to all securities tendered during the first ten
days of the Tender Offer.
c. Any Tender Offer conducted by either Applicant or any of their
affiliates shall truthfully and completely disclose all material facts
pertaining to such Tender Offer, the Partnership and the market and
prices for Limited Partnership Interests that the person making the
Tender Offer knows or reasonably should know.
d. Any Tender Offer conducted by either Applicant or any of their
affiliates shall fully comply in all respects with all applicable
federal and state laws.
e. The total aggregate number of Limited Partnership Interests acquired
in any tax year of the Partnership by any and all persons (including,
without limitation, the Applicants and all others) through any and all
Tender Offers shall not, subject to the provisions of paragraph 3,
above, exceed the aggregate total of 1.5% of the outstanding BACs and
Limited Partnership Interests of the Partnership. The Applicants
hereby agree that at such time as the cumulative total of 1.5% of the
outstanding BACs and Limited Partnership Interests, the Applicants and
their affiliates shall not acquire or attempt to acquire any BACs or
Limited Partnership Interests through any further or other Tender
Offer during the remainder of that tax year, unless such Applicant
provides sufficient assurances, as are acceptable to the General
Partner in its sole and absolute discretion, that such Tender Offer
will not preclude or interface with BACs holders selling their BACs
outside of the Tender Offer and/or adversely affect the Partnership's
tax status.
f. If either of the Applicants and /or any of their affiliates wants to
conduct a Tender Offer for Limited Partnership Interests, then each
such person (and, if such persons lack an adequate net worth, as
determined by the General Partner under paragraph 55 g, below, then an
additional person that has an adequate net worth) shall prior to the
commencement of any such Tender Offer enter into a written agreement
to indemnify and hold harmless the Partnership, the General Partner,
any person or entity acting on behalf of the Partnership, any officer,
director', employee or agent of any of the foregoing (collectively the
"Partnership Agents"), all Limited Partners from and against any and
all claims, liabilities, losses, damages, costs and expenses of every
nature (including, without limitation, reasonable attorney's fees)
arising directly or indirectly out of or in connection with (a) the
Tender Offer and all acts and omissions arising from or relating to
the Tender Offer, (b) any breach of any representation, warranty,
covenant or other provision contained herein or in the Partnership
Agreement, (c) any adverse tax consequences directly or indirectly
arising from or relating to the Tender Offer and transfers of Limited
Partnership Interests pursuant thereto, and (d) the actions or claims
of any other person or persons, and/or refuses to recognize any
transfers pursuant to such other Tender offer, wishing to conduct
another Tender Offer where the Partnership refuses, in whole or in
part, to make the lists of Limited Partners available to such person
or persons, and/or refuses to recognize any transfers pursuant to such
other Tender offer, because such other Tender Offer, when combined
with any Tender Offer conducted by either of the Applicants or their
affiliates, would result in a cumulative total number of Limited
Partnership Interests being transferred through Tender Offers in any
tax year of the Partnership exceeding 1.5% of the Partnership's
outstanding BACs and Limited Partnership Interests.
g. The Partnership shall have the right to require that at least one
person providing an indemnification under paragraph 5.f above shall
have a net worth in an amount, as reasonably determined by the General
Partner, to be sufficient to meet the indemnity's obligations under
such indemnification and to require such person to maintain that
minimum net worth for a sufficient period of time, as reasonably
determined by the General Partner, to assure the protection of the
Partnership's agents and Limited Partners. From time to time upon the
Partnership's request, the Partnership shall have the right to receive
audited financial statements or other assurances (as reasonably
determined by the General Partner) of adequate net worth from any
person providing an indemnification under paragraph 51 above.
h. If either Applicant or any of their affiliates seeks to conduct a
Tender Offer, then the Partnership shall have the right to require any
such person making the Tender Offer to deliver to the Partnership an
opinion rendered by legal counsel satisfactory to the Partnership, in
form and substance satisfactory to the Partnership, stating (x) that
the sum of the transfers of Limited Partnership Interests by such
Tender Offer and all other transfers that have occurred thus far
during the applicable tax year of the Partnership will not
(i).jeopardize the status of the Partnership as a partnership for
federal income_ tax purposes, (ii) cause the Partnership to be treated
as a "publicly traded partnership" under the Internal Revenue Code,
(iii) otherwise result in any adverse tax consequences to the
Partnership or any Limited Partner or General Partner, (iv) cause a
termination of the Partnership for the purposes of the Internal
Revenue Code or (v) violate, or cause the Partnership to violate, any
applicable law, rule or regulation, and (y) any other matter
reasonably requested by the Partnership.
i. At least seven business days prior to the commencement of any Tender
Offer by either Applicant or any of (euro)heir(,) affiliates, the
persons conducting such Tender Offer shall deliver to the Partnership
copies of all written materials respecting such Tender Offer that the
person making the Tender Offer intends to disseminate to Limited
Partners (the "Tender Offer Materials").
j. The Partnership shall have the right, but not the obligation, to mail
the Tender Offer Materials to Limited Partners, at the expense of the
person making the Tender Offer, in lieu of otherwise providing either
Applicant or any other person with any other form of access to the
Partnership's lists of Limited Partners..
6. Requests for Books and Records and List of BACs holders/Limited
Partners. Any request for access to the Partnership's books and
records and/or the list of BACsholders and/or Limited Partners must be
in writing setting forth with particularity a proper purpose
reasonably related to the current status of the person making the
request as a Limited Partner in the Partnership at the time of the
request. The request must certify that the person making the request
is doing so solely on his/her/its own behalf and not on behalf of or
for the benefit of any other person. If any such request is for the
purpose of communicating with Limited Partners, such request shall be
accompanied by a copy of the proposed communication. In lieu of
providing any other form of access to books and records and/or the
lists of BACsholders and Limited Partners (the Partnership reserves
the right to mail any communication to BACsholders and Limited
Partners on behalf of the requesting Applicant at the expense of the
Applicant (subject to any such communication complying with all
requirements of this instrument, the Partnership Agreement and
applicable law) or otherwise to accommodate the stated purpose for
access to the Partnership's books and records and/or lists through
alternative means. The General Partner shall have the right, in its
sole and absolute discretion, to determine what information is of such
a confidential and/or proprietary nature that it is in the best
interests of the Partnership that such information should not be
disclosed and/or to limit such disclosure on such terms and conditions
as the General Partner may determine, in its sole and absolute
discretion, are necessary or appropriate.
7. Conversion from BACs to Limited Partnership Interests. This instrument
shall not have the effect of converting any BACs into Limited
Partnership Interests. Any such conversion may only be accomplished by
a separate instrument and in accordance with the terms and conditions
set forth in the Partnership Agreement respecting such conversions. As
set forth in the Partnership Agreement, no Limited Partnership
Interests may be converted into BACs.
8. Validity. If any portion of this instrument is finally determined to
be invalid by a court of competent jurisdiction, the remainder of this
instrument shall remain in full force and effect, with such invalid
portion deemed to be deleted from this instrument.
9. Applicable Law: Jurisdiction. This application for transfer shall be
governed and interpreted by the laws of the state of New York and the
signatories hereto hereby consent to exclusive jurisdiction and venue
in the federal and state courts located in New York, New York for all
matters and disputes arising out of or relating to this application.
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Signature (Transferor) Date Signature Guarantee
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Signature (Transferee) Date Signature Guarantee
Distribution Allocation Agreement
Distributions- Notwithstanding anything to the contrary contained in the
Partnership Agreement, transferor and transferee agree and acknowledge as
follows:
I. Check A X or B
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A. (1) For purposes of distributions by the Partnership of Cash Flow, as
deemed in the Partnership Agreement ("Cash Distributions"), Transferee
shall be deemed to the holder of the Units on the first day of the fiscal
quarter in which Transferee and Transferor execute standard transfer forms,
of which this Distribution Allocation Agreement is a part, and on which
consideration passes between the parties.
(2) As between Transferor and Transferee, all Cash Distributions in respect
of the Units hereafter made my the Partnership shall be made to the
Buyer/Transferee of the Units as of the last day of the fiscal period for
which such distributions are made.
(3) As between Transferor and Transferee, all distributions in respect of
the Units other than Cash Distributions (such as any, Sale or Refinancing
Proceeds, as defined in the Partnership Agreement) (collectively, "Capital
Distributions") made by the Partnership after the date of execution of the
form by both Transferor and Transferee (without regard to when the
underlying capital or liquidating transaction or event occurred) shall be
made to Transferee, except for the following specified Capital
Distributions which shall be made to Transferor: ____N/A________
B. For purposes of distributions by the Partnership of Cash Distributions
and/or Capital Distributions, Transferor and Transferee hereby agree that
the terms of the Partnership Agreement shall govern the time and manner of
such distributions.
II. In the event that, notwithstanding the exercise of it's best efforts to
comply with this Agreement, the Partnership makes a distribution to the
wrong party as between Transferor and Transferee, the party receiving such
distribution will promptly endorse and deliver to the other party the
distribution checks or otherwise pay to the other party the amount of such
distribution, and Transferor and Transferee will hold harmless the
Partnership and it's managers, agents, employees, advisors and other
affiliates, and broker/dealers and their agents or employees, with respect
to the payment of such distributions.
(If this form is not completed and returned along with the transfer documents,
transferor and transferee will be deemed to have chosen option B.)
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Transferor Signature Date Signature Guarantee
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Transferee Signature Date Signature Guarantee
Charter Mac
[GRAPHIC OMITTED]
Capital Solutions
625 Madison Avenue, New York, NY 10022 212.317.5700
Fax 212.751.3550 chartermac.com
RE : Liberty Tax Credit Plus II L.P.
Dear Sir or Madame:
We have received a request to transfer units(s) from you in the above-referenced
Partnership. Before we begin the process of documenting the transfer, we wish to
inform you that when a partner transfers their interests in this Partnership,
there will be recapture based on the amount of passive losses the investor has
used (such recapture only pertains to the passive losses and not the tax credits
you have utilized from this Partnership). Therefore depending on the nature of
the transfer and the amount of passive losses generated and used, you may be
subject to tax consequences.
Accordingly, we urge you to discuss the proposed transfer with your financial
and tax advisors.
You may hereby acknowledge and agree that you may have read and understand the
disclosures contained in the attached press release concerning the tender offer
and confirm that you want to proceed with the transfer in full awareness and
understanding of those disclosures.
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Signature (Transferee) Date Signature Guarantee
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Signature (Transferor) Date Signature Guarantee