Orders for Shares. Orders received from you for Shares of a Fund will be accepted by us only at the public offering price applicable to each order, as set forth in the relevant Prospectus and Statement. All orders by you for a Fund's Shares will be held through the Accounts with the Fund, and you agree to make available to the Funds on a monthly basis records necessary to determine the number of Plans or Customers in each Account (indicating the number of new Customer accounts opened during the month, as well as the number of ongoing Customer accounts) and, if requested by us, the times of receipt of Customer orders. You agree to use your best efforts to assist us in identifying "market timers" or investors who engage in a pattern of short-term trading. On each day on which a Fund calculates its net asset value (a "Business Day"), you shall aggregate and calculate the net purchase and redemption orders for each Account. Net orders shall only reflect Customer orders that you have received prior to the close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern time) on that Business Day. Orders that you have received after the close of regular trading on the NYSE shall be treated as though received on the next Business Day. Each communication of orders by you shall constitute a representation that such orders were received by you prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act. Other procedures relating to the Funds, including the timing and manner of payment for Shares, shall be in accordance with Schedule B, as amended from time to time, as well as with the Prospectus and Statement of the relevant Fund and with oral or written instructions that we or the relevant Fund shall forward to you from time to time. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PROCEDURES REFERRED TO IN THE PRECEDING PARAGRAPH, YOU ARE HEREBY APPOINTED TO ACT, AND YOU HEREBY AGREE TO ACT, AS AGENT OF EACH FUND FOR THE PURPOSE SPECIFICALLY SET FORTH IN THIS PARAGRAPH. Provided that you comply with the procedures referred to in the preceding paragraph, you shall be deemed to be an agent of each Fund for the sole purpose of receiving instructions from Customers for the purchase and redemption of Shares of the Fund prior to the close of regular trading on the NYSE each Business Day and communicating orders based on such instructions to us or the Fund's transfer agent, all as specified herein. The Business Day on which you receive such instructions prior to the close of regular trading on the NYSE shall be the Business Day on which such orders will be deemed to be received by us or the Fund's transfer agent as a result of such instructions. You shall not withhold placing orders for the Shares received from Customers so as to profit yourself as a result of such withholding. You shall not place orders for Shares unless you have already received purchase orders for Shares at the applicable public offering price and subject to the terms hereof. All orders are subject to acceptance or rejection by us or the relevant Fund in the sole discretion of either, or by the relevant Fund's transfer agent acting on our behalf, and orders shall be effective only upon receipt in proper form. The Funds may, if necessary, delay redemption of Shares to the extent permitted by the 1940 Act.
Appears in 7 contracts
Samples: Services Agreement (Warburg Pincus Emerging Markets Fund Inc), Services Agreement (Warburg Pincus Post Venture Capital Fund Inc), Services Agreement (Warburg Pincus Japan Growth Fund Inc)
Orders for Shares. Orders received from you for Shares of a Fund will be accepted by us only at the public offering price applicable to each order, as set forth in the relevant Prospectus and Statement. All orders by you for a Fund's Shares will be held through the Accounts with the Fund, ; and you agree to make available to the Funds on a monthly basis to the Funds records necessary to determine the number of Plans or Customers and Plan participants in each Account (indicating the number of new Customer accounts opened during the month, as well as the number of ongoing Customer accounts) and, if requested by us, and the times of receipt of Customer Plan participant orders. You agree to use your best efforts to assist us in identifying "market timers" or investors who engage in a pattern of short-term trading. On each day on which a Fund calculates its net asset value (a "Business Day"), you shall aggregate and calculate the net purchase and redemption orders for each AccountAccount maintained by the Fund in which Plan participant assets are invested. Net orders shall only reflect Customer Plan participant orders that you have received prior to the close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern time) on that Business Day. Orders that you have received after the close of regular trading on the NYSE shall be treated as though received on the next Business Day. Each communication of orders by you shall constitute a representation that such orders were received by you prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act. Other procedures relating to the Funds, including the timing and manner handling of payment for Shares, orders shall be in accordance with Schedule B, as amended from time to time, as well as with the Prospectus and Statement of the relevant Fund and or with oral or written instructions that we or the relevant Fund shall forward to you from time to time. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PROCEDURES REFERRED TO IN THE PRECEDING PARAGRAPHSubject to the terms and conditions of this Agreement and the procedures referred to above, YOU ARE HEREBY APPOINTED TO ACTyou shall be appointed to act, AND YOU HEREBY AGREE TO ACT, AS AGENT OF EACH FUND FOR THE PURPOSE SPECIFICALLY SET FORTH IN THIS PARAGRAPHand you by indicating next to your signature below have agreed to act as agent of each Fund for the purpose specifically set forth in this paragraph. Provided that you comply with the procedures referred to in the preceding paragraphforegoing, you shall be deemed to be an agent of each Fund to the extent orders refer to such Fund for the sole purpose of receiving instructions from Customers yourself as Plan agent for the purchase and redemption of Shares of the Fund prior to the close of regular trading on the NYSE each Business Day and communicating orders based on such instructions to us or the Fund's transfer agent, all as specified herein. The , and the Business Day on which you receive such instructions prior to the close of regular trading on the NYSE shall be the Business Day on which such orders will be deemed to be received by us or the Fund's transfer agent as a result of such instructions. You shall not withhold placing orders for the Shares received from Customers so as to profit yourself as a result of such withholdingDividends and capital gains distributions will be automatically reinvested at net asset value in accordance with each Fund's prospectus. You shall not place orders Payment for Shares of a Fund ordered from us must be received together with your order unless you have already received purchase orders for Shares at the applicable public offering price and subject to the terms hereofwe agree otherwise. All orders are subject to acceptance or rejection by us or the relevant Fund in the sole discretion of either, or by the relevant Fund's transfer agent acting on our behalf, and orders shall be effective only upon receipt in proper form. The Funds may, if necessary, delay redemption of Shares to the extent permitted by the 1940 Act.
Appears in 2 contracts
Samples: Services Agreement (Warburg Pincus Japan Growth Fund Inc), Services Agreement (Warburg Pincus Institutional Fund Inc)
Orders for Shares. Orders received from you for Shares of a Fund will be accepted by us only at the public offering price applicable to each order, as set forth in the relevant Prospectus and Statement. All orders by you for a Fund's Shares will be held through the Accounts with the Fund, ; and you agree to make available to the Funds on a monthly basis to the Funds records necessary to determine the number of Plans or Plans, Plan participants and/or Customers in each Account (indicating the number of new Customer accounts opened during the month, as well as the number of ongoing Customer accounts) and, if requested by us, and the times of receipt of Plan participant and Customer orders. You agree to use your best efforts to assist us in identifying "market timers" or investors who engage in a pattern of short-term trading. On each day on which a Fund calculates its net asset value (a "Business Day"), you shall aggregate and calculate the net purchase and redemption orders for each AccountAccount maintained by the Fund in which Plan participant and Customer assets are invested. Net orders shall only reflect Plan participant and Customer orders that you have received prior to the close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern time) on that Business Day. Orders that you have received after the close of regular trading on the NYSE shall be treated as though received on the next Business Day. Each communication of orders by you shall constitute a representation that such orders were received by you prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act. Other procedures relating to the Funds, including the timing and manner of payment for Shares, Funds shall be in accordance with Schedule BD, as amended from time to time, as well as with the Prospectus and Statement of the relevant Fund and with oral or written instructions that we or the relevant Fund shall forward to you from time to time. SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PROCEDURES REFERRED TO IN THE PRECEDING PARAGRAPHABOVE, YOU ARE HEREBY APPOINTED TO ACT, AND YOU HEREBY AGREE TO ACT, AS AGENT OF EACH FUND FOR THE PURPOSE SPECIFICALLY SET FORTH IN THIS PARAGRAPH. Provided that you comply with the procedures referred to in the preceding paragraphforegoing, you shall be deemed to be an agent of each Fund to the extent orders refer to such Fund for the sole purpose of receiving instructions from Customers yourself as Plan agent for the purchase and redemption of Shares of the Fund prior to the close of regular trading on the NYSE each Business Day and communicating orders based on such instructions to us or the Fund's transfer agent, all as specified herein. The , and the Business Day on which you receive such instructions prior to the close of regular trading on the NYSE shall be the Business Day on which such orders will be deemed to be received by us or the Fund's transfer agent as a result of such instructions. You shall not withhold placing orders for the Shares received from Customers so as to profit yourself as a result of such withholding. You shall not place orders Payment for Shares unless you have already of a Fund ordered from us must be received purchase orders for Shares at the applicable public offering price time, and subject in the manner, set forth in Schedule D, as amended from time to the terms hereoftime. All orders are subject to acceptance or rejection by us or the relevant Fund in the sole discretion of either, or by the relevant Fund's transfer agent acting on our behalf, and orders shall be effective only upon receipt in proper form. The Funds may, if necessary, delay redemption of Shares to the extent permitted by the 1940 Act.
Appears in 1 contract
Samples: Services Agreement (Warburg Pincus Managed Eafe R Countries Fund Inc)