Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 7 contracts
Samples: Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.), Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.), Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company at least five (5) business days prior to the close last business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such first business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 6 contracts
Samples: Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.), Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.), Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the an Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the such Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 4 contracts
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified BNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Eligibility Forms and instruments of payment to the Escrow Agent or, after the Minimum Offering has been received, to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Eligibility Forms and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Escrow Agent or, after the Minimum Offering has been received, to the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver an Eligibility Form and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been received, to the Company. The Participating Broker-Dealer shall furnish to the Escrow Agent or the Company, as applicable, with each delivery of Eligibility Forms and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Clarion Partners Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Brookfield Real Estate Income Trust Inc.” Purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company at least five business days prior to the close first calendar day of any month (unless waived by the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end first business day of such business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
(i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Brookfield Real Estate Income Trust Inc.), Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Adviser Transition Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of businessAB Private Lending Fund”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders which include (i) instruments of payment received and processed after by the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Fund at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Fund at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Fund.
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyFund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 3 contracts
Samples: Managing Dealer Agreement (AB Private Lending Fund), Managing Dealer Agreement (AB Private Lending Fund), Selected Intermediary Agreement (AB Private Lending Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form attached as an appendix to the Prospectus and provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified UMB Bank, as Escrow Agent for RREEF Property Fund Trust, Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “RREEF Property Trust, Inc.”; provided, however, that investors residing in jurisdictions requiring higher minimum offering amounts will continue to be instructed to make their instruments of payment payable to or for the benefit of “UMB Bank, as Escrow Agent for RREEF Property Trust, Inc.” until the Company has received subscriptions for the applicable minimum offering amount, as described in the Prospectus. Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share Share of the class of shares Shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share Share of the class of shares Shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. .
6.2 If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been received, to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment to the Escrow Agent or, after the Company has received and accepted Subscriptions for deposit the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company.
6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Company has received and accepted Subscriptions for the Minimum Offering and released the proceeds from such Subscriptions from the Escrow Account, to the Company. The Participating Broker-Dealer shall furnish to the Escrow Agent or Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 3 contracts
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription an eligibility form provided by the Company to the Distributor and each Participating Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer Distributor or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) payable to “NorthEnd Income Property Trust Inc.” in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s order until at least five (5) as of the close of business days on the date the order is received by the Company but will have the right to rescind the sale if the purchaser or the purchaser’s financial advisor notifies the Company or the Distributor in writing of the cancellation of such order prior to the close of business on the fifth business day after the date on which the subscriber receives a copy of order is received by the ProspectusCompany. In accordance with state securities regulations, orders will not be executed before the fifth business day following the date the order is received by the Company. If the Processing Broker-Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Processing Broker-Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer. Eligibility Forms and instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Eligibility Forms and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Eligibility Forms and instruments of payment will be transmitted by the end Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Processing Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver an Eligibility Form and instrument of payment for such account directly to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of Eligibility Forms and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 2 contracts
Samples: Distribution Agreement (NorthEnd Income Property Trust Inc.), Distribution Agreement (NorthEnd Income Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received the escrow agent as described in the Prospectus and processed by Subscription Agreement for the Company prior to Offering if the close of minimum offering requirement described in the New York Stock Exchange Prospectus (generally, 4:00 p.m. Eastern time; the “close of businessMinimum Offering Requirement”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of has not yet been satisfied. If such business day plus, for Class A shares only, applicable selling commissions, Minimum Offering Requirement has already been satisfied in accordance with the procedures described Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Oaktree Real Estate Income Trust, Inc.” Prior to the Minimum Offering Requirement being met, purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Prospectus. Purchase orders received and processed after Company at least five business days prior to the close of business on any business day, or on a day that date escrow is not a business day, broken (unless waived by the Dealer Manager) will be executed at the price per share as of the class date escrow is broken (based on the initial offering price). After the Minimum Offering Requirement is met, purchase orders that include a completed and executed Subscription Agreement in good order and instruments of shares being purchased calculated at payment received by the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Company at least five (5) business days after prior to the date on which first calendar day of any month (unless waived by the subscriber receives a copy Dealer Manager) will be executed as of the Prospectusfirst business day of such month (based on the prior month’s transaction price). If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next two (2) business day days following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
(i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted within two (2) business days following receipt by the Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next within two (2) business day days following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the each, a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Ares Strategic Income Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Fund at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Fund, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Fund.
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyFund.
Appears in 2 contracts
Samples: Intermediary Manager Agreement (Ares Strategic Income Fund), Intermediary Manager Agreement (Ares Strategic Income Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the an Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Lang LaSalle Income Property Fund Trust, Inc.” Purchase orders received Participating Broker-Dealer acknowledges and agrees that it shall only submit to the Company a Subscription Agreement for a person who has been in receipt of the Prospectus for at least five business days prior to the date that it submits the Subscription Agreement to the Company. Subscriptions processed and accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , referred to herein as the “close of business”) on any business day will be executed at the price NAV per share of for the class of shares being purchased calculated at as of that day and as posted on the end of such business day plusCompany’s website, for Class A shares only, plus any applicable selling commissions, in accordance with the procedures commissions described in the Prospectus. Purchase orders received Subscriptions processed and processed accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end as of the next following business day plusday, for Class A shares only, plus any applicable selling commissions, in accordance with the procedures commissions described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase order until at least five (5) Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business days after on the date on which the subscriber subscription is accepted by the Company. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the “Eligibility FormSubscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share. Thereafter, Primary Shares will be offered and sold at a purchase price of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who purchase Shares will There shall be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an minimum initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy by any one purchaser of the Prospectus250 Primary Shares. If the Dealer receives an Eligibility Form or Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions, the Dealer instructions shall return such Eligibility Form and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments instrument of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account or agent as directed by the Company. The Participating Dealer shall furnish to the Company or to such other account or agent as directed by the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
Appears in 2 contracts
Samples: Participating Dealer Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Participating Dealer Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Submission of Orders. 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form attached as an appendix to the Prospectus and, whether in paper or, to the extent applicable, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. .
6.2 If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement, whether in paper or, to the extent applicable, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return reject, in the case of any electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company.
6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased.
6.4 To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by the Dealer Manager, the Dealer Manager represents and warrants that it will:
(a) employ safeguards to ensure that the Subscription Agreement is delivered with or after delivery of the Prospectus to an investor or prospective investor;
(b) establish a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its entirety prior to initialing and/or signing;
(c) before completion of any subscription agreement, review with the prospective investor all appropriate documentation related to the prospective investment including documents and instructions on how to complete the subscription agreement; and
(d) adopt and implement written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Guidance, and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance. To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by Participating Broker-Dealers, the Dealer Manager will require such Participating Broker-Dealers to make the representations and warranties set forth in this Section 6.4, which representations and warranties when obtained from the Participating Broker Dealer by the Dealer Manager shall be deemed to satisfy Dealer Manager’s representations and warranties set forth in this Section 6.4 with respect those offers and sales made by such Participating Broker-Dealer.
Appears in 2 contracts
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form provided by attached as an Appendix to the Company to each Dealer for use in connection with the Offering Prospectus (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Dealer such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $10.00 per Class A Share, $9.68 per Class T Share, $9.39 per Class D Share and $9.20 per Class I Share until the Fund has achieved the Minimum Offering Requirement, and thereafter at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such personother per share purchase price as the Fund’s purchaseBoard of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, which must be at least the minimum purchase amount set forth as specified in the Prospectus). Those persons who purchase Shares will be instructed by In no event shall the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable aggregate selling commissions, Dealer Manager Fees and Distribution Fees (each as defined herein) exceed 8.0% of the gross offering proceeds received in accordance with the procedures described Offering. There shall be a minimum initial purchase by any one purchaser of $4,000 in Class A Shares, Class T Shares and Class D Shares and a minimum initial purchase by any one purchaser of $10,000 in Class I Shares (except as otherwise indicated in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at in any letter or memorandum from the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Fund to the Dealer receives an Eligibility Form or Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions, the Dealer instructions shall return such Eligibility Form and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(i) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Fund has received and accepted subscriptions for at least $3,000,000 in Offered Shares (the “Minimum Offering Requirement”) to the Fund or to such other account or agent as directed by the Fund; and
(ii) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering Requirement has been achieved, to the Fund or to such other account or agent as directed by the Fund.
(b) Participating Dealer understands that the Fund and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering Requirement has been achieved, to the Fund or to such other account agent as directed by the Fund. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
(d) Until such time as set forth in the Eligibility Form or as otherwise directed Minimum Offering Requirement is achieved, those purchasers who purchase Offered Shares will be instructed by the CompanyProcessing Broker-Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for Steadfast Alcentra Global Credit Fund.” Thereafter, those persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Steadfast Alcentra Global Credit Fund.”
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 8, 2017 (the “Escrow Agreement”), by and among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), the Dealer Manager and the Fund.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund X.X. Xxxxxx Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company at least five (5) business days prior to the close last business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Company) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such first business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(a) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(b) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Dealer Manager Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Dealer Manager Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Oaktree Strategic Credit Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Distribution Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). The parties acknowledge and agree that a Subscription Agreement is not received in “good order” unless it has been executed and completed with appropriate responses. In addition, any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), the applicable offer to purchase and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Selected Intermediary Agreement (Oaktree Strategic Credit Fund), Selected Intermediary Agreement (Oaktree Strategic Credit Fund)
Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription eligibility Subscription Agreement substantially in the form provided by attached as an Appendix to the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as a “instrument of paymentSubscription Payment”) in for the amount purchase price of such person’s purchasethe Offered Shares, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons The Dealer Manager shall ensure that any Selected Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. Persons who purchase Offered Shares will be instructed by the Dealer to shall make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.FS Credit Real Estate Income Trust.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Offered Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If The Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receives an Eligibility Form or instrument of payment receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the Dealer offering terms and conditions set forth in the Prospectus, shall return such Eligibility Form Subscription Agreement and instrument of payment Subscription Payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II13. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to .
13.2 If the Dealer’s internal supervisory procedures, Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Eligibility Forms and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form Company or as otherwise directed by its designated agent.
13.3 If the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and Processing Broker-Dealer conducts its internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments will be transmitted by the end Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment Subscription Payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Company or its designated agent, as set forth in applicable, with each delivery of Subscription Payments a list of the Eligibility Form or as otherwise directed by subscribers showing the Companyname, U.S. address, tax identification number, state of residence, amount of Offered Shares subscribed for and the amount of money paid.
Appears in 2 contracts
Samples: Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.), Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend SS&C GIDS, Inc./Xxxxxxx Xxxxx Capital Diversified Property Fund Inc.Company - Escrow Account,” Purchase during the escrow period and “Xxxxxxx Xxxxx Capital Company” following the escrow period. Investors may only purchase our Common Shares pursuant to accepted subscription orders received and processed by the Company prior to the close as of the New York Stock Exchange first day of each month (generally, 4:00 p.m. Eastern time; based on the “close of business”) on any business day will be executed at the price NAV per share as determined as of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business previous day, or on a being the last day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end preceding month), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial full purchase order until price of our Common Shares being subscribed at least five (5) business days after prior to the date on which the subscriber receives a copy first day of the Prospectusmonth. If the Dealer receives an Eligibility Form or instrument of payment not conforming a purchase order is received less than five (5) business days prior to the foregoing instructionsfirst day of the month, unless waived by the Managing Dealer, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of purchase order will be executed in the next business day following its receiptmonth’s closing at the transaction price applicable to that month. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Xxxxxx agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 2 contracts
Samples: Managing Dealer Agreement (Kennedy Lewis Capital Co), Managing Dealer Agreement (Kennedy Lewis Capital Co)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Total Realty Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A W shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A W shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Total Realty Trust Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.Total Realty Trust Inc.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Dividend Capital Total Realty Trust Inc.), Dealer Manager Agreement (Dividend Capital Total Realty Trust Inc.)
Submission of Orders. 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form attached as an appendix to the Prospectus and provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. .
6.2 If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company.
6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 2 contracts
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription an eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified [ ], as Escrow Agent for Clarion Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Clarion Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , which is referred to herein as the “close of business”) on any business day will be executed at the price per share of Share for the class of shares Shares being purchased (which purchase price will equal the NAV per Share for such class) calculated at the end of such business day day, plus, for Class A shares Shares and Class T Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T Shares only, an up-front dealer manager fee. Purchase orders Subscriptions received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of Share for the class of shares Shares being purchased calculated at the end of the next business day day, plus, for Class A shares Shares and Class T Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T Shares only, an up-front dealer manager fee. Subscribers A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is received by the Company. In accordance with state securities regulations, investors may not submit an initial purchase order subscription until at least five (5) business days after the date on which the subscriber receives such investor has received a copy of the final Prospectus. If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, turn transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company and the Dealer Manager each reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 2 contracts
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (the “Dividend Capital Diversified Property Fund Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Blackstone Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company at least five (5) business days prior to the close last business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such first business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.), Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Starwood Credit Real Estate Income Trust”. Purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company Trust at least five (5) business days prior to the close last business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such business first calendar day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. Trust or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Participating Broker-Dealer to the office of the Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Trust or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Starwood Credit Real Estate Income Trust), Dealer Manager Agreement (Starwood Credit Real Estate Income Trust)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” North Haven Net REIT”. Purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company Trust at least five (5) business days prior to the close first business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such business first calendar day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. Trust or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Participating Broker-Dealer to the office of the Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Trust or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 2 contracts
Samples: Dealer Manager Agreement (North Haven Net REIT), Dealer Manager Agreement (North Haven Net REIT)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified BNY Mellon Instrument Servicing (US) Inc., as Escrow Agent for Clarion Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of for the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Clarion Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend U.S. Bank National Association as Escrow Agent for Bxxx Capital” during the escrow period and “Bxxx Capital Diversified Property Fund Inc.Private Credit” following the escrow period. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Company at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Bxxxxx agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Selected Intermediary Agreement (Bain Capital Private Credit)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement, which Broker shall transmit to the Transfer Agent together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those If applicable, those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.AMG Comvest Senior Lending Fund.” Purchase Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders received as of the first day of each month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month), and processed to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order, including satisfying any additional requirements imposed by the Company subscriber’s broker, and payment of the full purchase price of our Common Shares being subscribed at least five business days prior to the close first day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”) on any business day will Managing Dealer). Any tender offer requests must be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, made in accordance with the applicable procedures described in the Prospectus. Purchase orders received and processed after Fund’s Registration Statement, the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures Fund’s Share Repurchase Program described in the ProspectusRegistration Statement (the “Plan”), and applicable law, rules and regulations. Subscribers may The parties acknowledge and agree that a tender offer is not submit an initial purchase order until at least five (5) business days after received in “good order” unless the date on which tender offer and all required documentation is complete and received by the subscriber receives a copy of Fund’s transfer agent by the Prospectusapplicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. If the Dealer Broker receives an Eligibility Form a Subscription Agreement [or instrument of payment payment] not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement [and instrument of payment payment] directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform confirm to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at Transfer Agent within the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Companytime frames specific above.
Appears in 1 contract
Samples: Managing Dealer Agreement (AMG Comvest Senior Lending Fund)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will shall be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Apollo Debt Solutions BDC.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Apollo Debt Solutions BDC)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription an eligibility form provided by the Company to each Dealer or the Distributor for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) payable to “NorthEnd Income Property Trust Inc.” in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s order until at least five (5) as of the close of business days on the date the order is received by the Company, but will have the right to rescind the sale if the purchaser or the purchaser’s financial advisor notifies the Company or the Distributor in writing of the cancellation of such order prior to the close of business on the fifth day after the date on which the subscriber receives a copy of order is received by the ProspectusCompany. In accordance with state securities regulations, orders will not be executed before the fifth business day following the date the order is received by the Company. If the Participating Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Participating Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer. Eligibility Forms and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Eligibility Forms and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Eligibility Forms and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Dealer shall cause the custodian of such account to deliver an instrument of payment for such account directly to the Company. Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Participating Dealer Agreement (NorthEnd Income Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Blackstone Private Credit Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Blackstone Private Credit Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price NAV per share of for the class of shares being purchased calculated at the end of such business day and as posted on the Company’s website, plus, for Class A shares Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received Subscriptions processed and processed accepted after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end of the next business day day, plus, for Class A shares Shares only, any applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase order until at least five (5) Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business days after on the date on which the subscriber subscription is received by the Company. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 14.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company checks payable, prior to the close time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for Xxxxxx Validus Mission Critical REIT, Inc.” or “UMB Bank, N.A., Agent for CVREIT.” After the Company reaches the Minimum Offering, checks should be payable to “Xxxxxx Validus Mission Critical REIT, Inc.” or “CVREIT.” The Dealer Manager may authorize certain Dealers that have “net capital,” as defined in the applicable federal securities regulations, of $250,000 or more, to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; subscribers’ checks and issue a check made payable to the “close of business”) on any business day will be executed at the price per share order of the class of shares being purchased calculated at Company for the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share aggregate amount of the class of shares being purchased calculated at subscription proceeds or wire such funds to the end of Escrow Agent. The Dealer Manager and any Dealer receiving a check prior to the next business day plus, for Class A shares only, applicable selling commissions, in accordance with time that the procedures described in the Prospectus. Subscribers may Minimum Offering is obtained that does not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming conform to the foregoing instructions, the Dealer instructions shall promptly return such Eligibility Form and instrument of payment check directly to such subscriber not later than the end of the next business day following its receiptsubscriber. Eligibility Forms and instruments of payment Checks received by the Dealer which Manager or Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made 14 and in accordance with the following procedures: Where, pursuant requirements set forth in Rule 15c2-4 promulgated under the Exchange Act.
14.2 If the Dealer Manager or any Dealer receives a check that is made payable to the Dealer’s internal supervisory proceduresEscrow Agent after the Minimum Offering is obtained, internal supervisory review the Dealer Manager shall deposit such check with the Escrow Agent for payment to the Company at its request.
14.3 It is conducted at understood and agreed that the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by Company reserves the end right in its sole discretion to refuse to sell any of the next business day following receipt by Shares to any person. A sale of a Share shall be deemed to be completed if and only if (i) the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as Company has received a properly completed and executed subscription documents, together with payment of the full purchase price of each purchased Share, from or on behalf of an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Eligibility Form or Registration Statement as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt determined by the Dealer to Manager in accordance with the office provisions of this Agreement and (ii) the Dealer conducting Company has accepted such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Companysubscription.
Appears in 1 contract
Samples: Dealer Manager Agreement (Carter Validus Mission Critical REIT, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to the escrow agent for the Company as set forth in the Subscription Agreement and Prospectus for any Offering in which there is a Minimum Offering that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase the Company. Prior to achievement of any applicable Minimum Offering, purchase orders which include (i) instruments of payment received and processed by the Company at least two (2) business days prior to the close of the New York Stock Exchange date escrow is broken and (generally, 4:00 p.m. Eastern time; the ii) either (a) a completed and executed Subscription Agreement in good order or (b) a Subscription Confirmation (as defined below) (such Subscription Agreement and Subscription Confirmation are sometimes collectively referred to herein as “close of businessSubscription Documents”) on any business day will be executed at received by the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, Company or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until its transfer agent at least five (5) business days after prior to the date on which escrow is broken (unless waived by the subscriber receives a copy Dealer Manager) will be executed as of the Prospectusdate escrow is broken (based on the initial offering price per share of the applicable share class). After achievement of any applicable Minimum Offering, purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) either (a) a completed and executed Subscription Agreement in good order or a Subscription Confirmation received by the Company or its transfer agent at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share class). For purposes of this Agreement, a “Subscription Confirmation” shall mean a written summary by the Dealer of all necessary information from a completed and executed Subscription Agreement in good order received by the Dealer. Dealer hereby represents upon providing any such Subscription Confirmation to the Company or its transfer agent that the Dealer has received the completed and executed Subscription Agreement in good order and that the summary of information from such Subscription Agreement provided to the Company or its transfer agent is accurate. Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in "good order'' unless the repurchase request and all required documentation is complete and received by the Company's transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent for the Company described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Documents and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent for the Company described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the each, a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Ares Strategic Income Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Fund at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Fund, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyFund.
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property the Fund Inc. or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the CompanyFund.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Ares Strategic Income Fund)
Submission of Orders. 7.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form provided by attached as Appendix A to the Company to each Dealer for use in connection with the Offering Memorandum (as amended or supplemented, the “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Manager or Participating Broker-Dealer, as the case may be, such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusMemorandum. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received The purchase price for subscriptions processed and processed accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) business on any business day will be executed at the price NAV per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the ProspectusMemorandum, plus applicable selling commissions. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after Memorandum, plus, applicable selling commissions.
7.2 If the date on which the subscriber Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions set forth in Section 7.1, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (the “Dividend Capital Diversified Property Fund Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Blackstone Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.)
Submission of Orders. (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form provided by attached as an Appendix to the Company to each Dealer for use in connection with the Offering Prospectus (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Dealer such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $10.00 per Class A Share, $9.68 per Class T Share, $9.39 per Class D Share and $9.20 per Class I Share until the Fund has achieved the Minimum Offering Requirement, and thereafter at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such personother per share purchase price as the Fund’s purchaseBoard of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, which must be at least the minimum purchase amount set forth as specified in the Prospectus). Those persons who purchase Shares will be instructed by In no event shall the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable aggregate selling commissions, Dealer Manager Fees and Distribution Fees (each as defined herein) exceed 8.0% of the gross offering proceeds received in accordance with the procedures described Offering. There shall be a minimum initial purchase by any one purchaser of $4,000 in Class A Shares, Class T Shares and Class D Shares and a minimum initial purchase by any one purchaser of $10,000 in Class I Shares (except as otherwise indicated in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at in any letter or memorandum from the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Fund to the Dealer receives an Eligibility Form or Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions, the Dealer instructions shall return such Eligibility Form and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(i) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Fund has received and accepted subscriptions for at least $3,000,000 in Offered Shares (the “Minimum Offering Requirement”) to the Fund or to such other account or agent as directed by the Fund; and
(ii) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering Requirement has been achieved, to the Fund or to such other account or agent as directed by the Fund.
(b) Participating Dealer understands that the Fund and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering Requirement has been achieved, to the Fund or to such other account agent as directed by the Fund. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
(d) Until such time as set forth in the Eligibility Form or as otherwise directed Minimum Offering Requirement is achieved, those purchasers who purchase Offered Shares will be instructed by the CompanyProcessing Broker-Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for Steadfast Alcentra Global Credit Fund.” Thereafter, those persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Steadfast Alcentra Global Credit Fund.”
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated __________, 2016 (the “Escrow Agreement”), by and among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), the Dealer Manager and the Fund.
Appears in 1 contract
Samples: Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” HPS Corporate Lending Fund”. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Company at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Xxxxxx agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Managing Dealer Agreement (HPS Corporate Lending Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the an Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received Participating Broker-Dealer acknowledges and agrees that it shall only submit to the Company a Subscription Agreement for a person who has been in receipt of the Prospectus for at least five business days prior to the date that it submits the Subscription Agreement to the Company. Subscriptions processed and accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , referred to herein as the “close of business”) on any business day will be executed at the price NAV per share of for the class of shares being purchased calculated at as of that day and as posted on the end of such business day plusCompany’s website, for Class A shares only, plus any applicable selling commissions, in accordance with the procedures commissions described in the Prospectus. Purchase orders received Subscriptions processed and processed accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end as of the next following business day plusday, for Class A shares only, plus any applicable selling commissions, in accordance with the procedures commissions described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase order until at least five (5) Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business days after on the date on which the subscriber subscription is accepted by the Company. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Total Realty Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Total Realty Trust Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Total Realty Trust Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (Dividend Capital Total Realty Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Nuveen Xxxxxxxxx Private Capital Diversified Property Fund Inc.Income Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Nuveen Churchill Private Capital Income Fund)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend U.S. Bank National Association as Escrow Agent for Xxxx Capital” during the escrow period and “Xxxx Capital Diversified Property Fund Inc.Private Credit” following the escrow period. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Company at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Xxxxxx agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Managing Dealer Agreement (Bain Capital Private Credit)
Submission of Orders. 7.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form provided by attached as Appendix A to the Company to each Dealer for use in connection with the Offering Memorandum (as amended or supplemented, the “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Manager or Participating Broker-Dealer, as the case may be, such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusMemorandum. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received and processed by The purchase price for the Company prior initial Shares sold in the Offering will be equal to the NAV per share for the Company’s Class M shares of common stock, as determined after the close of business of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; referred to herein as the “close of business”) on the day the initial subscriptions for Shares are processed and accepted, plus, for Class I Shares and Class I-A Shares, applicable selling commissions. Thereafter, subscriptions processed and accepted by the Company prior to the close of business on any business day will be executed at the price NAV per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the ProspectusMemorandum, plus, for Class I-A Shares only, applicable selling commissions. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after Memorandum, plus, for Class I Shares and Class I-A Shares, applicable selling commissions.
7.2 If the date on which the subscriber Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions set forth in Section 7.1, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Ares Real Estate Income Trust Inc.” Purchase orders which include a completed and executed Eligibility Form in good order and instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth (unless waived by the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price per share of the applicable share). If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Ares Real Estate Income Trust Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Ares Real Estate Income Trust Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Ares Real Estate Income Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the each, a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will shall be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend AG Twin Brook Capital Diversified Property Fund Inc.Income Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Company) will be executed as of the first calendar day of the month (based on the net asset value (“NAV”) per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s share repurchase program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Subscription Agreements and instruments of payment will be transmitted by the Company to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Company. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Agreement (AG Twin Brook Capital Income Fund)
Submission of Orders. Each person desiring a. In order to purchase Shares in the Offering will be required to Offering, a subscriber must complete and execute a subscription eligibility agreement substantially in the form provided by filed as Appendix C to the Company to each Dealer for use in connection with the Offering Prospectus (the a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check wire transfer or authorization for Dealer to debit such subscriber’s account held at Dealer and to send a wire transfer (“instrument instruments of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth described in Section 4 herein. Dealer shall deliver to the Company or its agent such completed and executed Subscription Agreement together with the instrument of payment in the Prospectusamount of such person’s purchase. The Dealer Manager acknowledges that subscribers will be instructed to send the Subscription Agreement directly to Dealer, and Dealer will arrange delivery of such documents to the Company or its agent.
b. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of the escrow agent as described in the Prospectus and Subscription Agreement for the Offering until the minimum offering contingency described in the Prospectus (the “Minimum Offering”) has been satisfied. If such Minimum Offering has already been satisfied in accordance with the Prospectus, then, subject to Section 4(d) below, those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Oaktree Real Estate Income Trust, Inc.” Purchase Prior to the Minimum Offering Requirement being met, purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date escrow is broken (unless waived by the Dealer Manager) will be executed as of the date escrow is broken (based on the initial offering price). After the Minimum Offering is met, purchase orders which include a completed and executed Subscription Agreement in good order received by the subscriber Company at least five (5) business days prior to the first calendar day of the month and instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be effective as of the first calendar day of such month (based on the prior month’s transaction price).
c. If Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall promptly return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptsubscriber. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II4. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
i. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
ii. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
d. After the Minimum Offering is met, Subscription Agreements received during each month before five (5) business days prior to the first calendar day of the next month will be transmitted at least five (5) business days prior to the first calendar day of the next month and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the next month as set forth in the Subscription Agreement or as otherwise directed by the Company. Subscription Agreements received from subscribers during the five (5) business day period prior to the first calendar day of a month will be transmitted at least five (5) business days prior to the first calendar day of the month after the next month (the “following month”) and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the following month.
e. After the Minimum Offering is met, Subscription funds may be transmitted to the Company net of selling commissions and dealer manager fees, as applicable, subject to the terms and conditions set forth in Schedule I attached hereto. Dealer confirms that such transmittal procedures described in this Section 4 comply with applicable laws governing transmittal of funds, including Rule 15c2-4 and 10b-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
f. The Dealer Manager acknowledges that in connection with the Offering, Dealer will utilize with its customers making purchases of Shares (“Clients”) a subscription agreement (in a form approved in advance by the Dealer Manager) which will provide that the total purchase price paid by a Client for the Shares shall be comprised of (i) the transaction price for the number of Shares the Client intends to purchase, plus (ii) the applicable upfront selling commissions and dealer manager fees payable to Dealer for such Shares. After the Minimum Offering is met, such commissions and fees will be collected by Dealer prior to the Client’s funds being transferred to the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer Manager, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , which is referred to herein as the “close of business”) on any business day will be executed at the price per share of Share for the class of shares Shares being purchased (which purchase price will equal the NAV per Share for such class) calculated at the end of such business day day, plus, for Class A shares Shares and Class T Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T Shares only, an up-front dealer manager fee. Purchase orders Subscriptions received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of Share for the class of shares Shares being purchased calculated at the end of the next business day day, plus, for Class A shares Shares and Class T Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T Shares only, an up-front dealer manager fee. Subscribers A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is received by the Company, in paper form or, solely to the extent authorized in writing by the Dealer-Manager, electronic form. In accordance with state securities regulations, investors may not submit an initial purchase order subscription until at least five (5) business days after the date on which the subscriber receives such investor has received a copy of the final Prospectus. If Participating Broker-Dealer receives a Subscription Agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer receives an Eligibility Form Manager, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return reject, in the case of an electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, turn transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company and the Dealer Manager each reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased. To the extent Participating Broker-Dealer is authorized in writing by Dealer Manager to deliver Subscription Agreements in electronic form and each time it does so deliver Subscription Agreements in electronic form, Participating Broker-Dealer is deemed to represent and warrant that it:
(a) employs safeguards to ensure that the Subscription Agreement is delivered with or after delivery to an investor or prospective investor of the Prospectus;
(b) has established a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its entirety prior to initialing and/or signing;
(c) will review with the prospective purchaser all appropriate documentation related to the subscription, including the Prospectus and the instructions on how to complete the Subscription Agreement; and
(d) only to the extent Dealer Manager has provided written authorization to Participating Broker-Dealer to use electronic signatures on the Subscription Agreement, has adopted and implemented written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, adopted on May 8, 2017, and as may be amended from time to time (the “NASAA Guidance”), and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance.
Appears in 1 contract
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to the escrow agent for the Company as set forth in the Subscription Agreement and Prospectus for any Offering in which there is a Minimum Offering that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase the Company. Prior to achievement of any applicable Minimum Offering, purchase orders which include (i) instruments of payment received and processed by the Company at least two (2) business days prior to the close of the New York Stock Exchange date escrow is broken and (generally, 4:00 p.m. Eastern time; the ii) either (a) a completed and executed Subscription Agreement in good order or (b) a Subscription Confirmation (as defined below) (such Subscription Agreement and Subscription Confirmation are sometimes collectively referred to herein as “close of businessSubscription Documents”) on any business day will be executed at received by the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, Company or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until its transfer agent at least five (5) business days after prior to the date on which escrow is broken (unless waived by the subscriber receives a copy Dealer Manager) will be executed as of the Prospectusdate escrow is broken (based on the initial offering price per share of the applicable share class). After achievement of any applicable Minimum Offering, purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) either (a) a completed and executed Subscription Agreement in good order or a Subscription Confirmation received by the Company or its transfer agent at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share class). For purposes of this Agreement, a “Subscription Confirmation” shall mean a written summary by the Dealer of all necessary information from a completed and executed Subscription Agreement in good order received by the Dealer. Dealer hereby represents upon providing any such Subscription Confirmation to the Company or its transfer agent that the Dealer has received the completed and executed Subscription Agreement in good order and that the summary of information from such Subscription Agreement provided to the Company or its transfer agent is accurate. Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in "good order'' unless the repurchase request and all required documentation is complete and received by the Company's transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the ACTIVE\1601796225.2 foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent for the Company described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Documents and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the escrow agent for the Company described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to the escrow agent for the Company set forth in the Subscription Agreement and Prospectus or after the Minimum Offering has been achieved, to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase the Company. Prior to achievement of the Minimum Offering, purchase orders which include (i) instruments of payment received and processed by the Company at least two (2) business days prior to the close of the New York Stock Exchange date escrow is broken and (generally, 4:00 p.m. Eastern time; the ii) either (a) a completed and executed Subscription Agreement in good order or (b) a Subscription Confirmation (as defined below) (such Subscription Agreement and Subscription Confirmation are sometimes collectively referred to herein as “close of businessSubscription Documents”) on any business day will be executed at received by the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, Company or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until its transfer agent at least five (5) business days after prior to the date on which escrow is broken (unless waived by the subscriber receives a copy Dealer Manager) will be executed as of the Prospectusdate escrow is broken (based on the initial offering price per share of the applicable share class). After achievement of the Minimum Offering, purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) either (a) a completed and executed Subscription Agreement in good order or a Subscription Confirmation received by the Company or its transfer agent at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share class). For purposes of this Agreement, a “Subscription Confirmation” shall mean a written summary by the Dealer of all necessary information from a completed and executed Subscription Agreement in good order received by the Dealer. Dealer hereby represents upon providing any such Subscription Confirmation to the Company or its transfer agent that the Dealer has received the completed and executed Subscription Agreement in good order and that the summary of information from such Subscription Agreement provided to the Company or its transfer agent is accurate. Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in "good order'' unless the repurchase request and all required documentation is complete and received by the Company's transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. an escrow agent for the Company or, after the Minimum Offering has been achieved, the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Documents and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Documents and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. an escrow agent for the Company or, after the Minimum Offering has been achieved, the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (EQT Exeter Real Estate Income Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified BNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of for the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Clarion Partners Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders received Subscriptions processed and processed accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price NAV per share of for the class of shares being purchased calculated at as of that day and as posted on the end of such business day Company’s website, plus, for Class A shares Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received Subscriptions processed and processed accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end as of the next following business day day, plus, for Class A shares Shares only, any applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase order until at least five (5) Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business days after on the date on which the subscriber subscription is accepted by the Company. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring 12.1. The Company grants to purchase the Dealer Manager the right to sell the Shares as agent on behalf of the Company, during the term of this Agreement, subject to the registration requirements of the Securities Act, the 1940 Act, and of the laws governing the sale of securities in the Offering various states (“Blue Sky Laws”), under the terms and conditions set forth in this Agreement. The Dealer Manager shall have the right to sell, as agent on behalf of the Company, the Shares covered by the registration statement, prospectus and statement of additional information for the Company then in effect under the Securities Act and 1940 Act.
12.2. The rights granted to the Dealer Manager shall be exclusive, except that the Company reserves the right to sell Shares directly to investors on applications received and accepted by the Company.
12.3. Except as otherwise noted in the Company’s then-current Prospectus and/or statement of additional information, all Shares sold to investors by the Dealer Manager or the Company will be sold at the public offering price. The public offering price for all accepted subscriptions will be determined in the manner described in the Company’s then-current prospectus, as may be amended or supplemented from time to time.
12.4. Repurchases of Shares of the Company will be made at the net asset value per Share in accordance with the Company’s applicable repurchase offer, then-current prospectus and Rule 23c-3 under the 1940 Act. If a fee in connection with any repurchase offer is in effect, such fee will be paid to the Company. The net asset value of the Shares will be calculated by the Company or by another entity on behalf of the Company. the Dealer Manager has no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated or the Company’s compliance with any periodic repurchase offer in accordance with Rule 23c-3 under the 1940 Act and/or related policies adopted by the Company.
12.5. The Company reserves the right to suspend sales and the Dealer Manager’ authority to process orders for Shares on behalf of the Company if, in the judgment of the Company, it is in the best interests of the Company to do so. Suspension will continue for such period as may be determined by the Company. The Company agrees to promptly notify the Dealer Manager in the event that the Company determines not to issue a repurchase offer in accordance with the specified schedule set forth in the Company’s then-current prospectus.
12.6. In consideration of these rights granted to the Dealer Manager, the Dealer Manager agrees to use its best efforts to solicit orders for the sale of the Shares at the public offering price and will provide services to the Company in connection with the advertising and promotion of the Company as set forth in Appendix A hereto. The Dealer Manager shall review and file such materials with the SEC and/or FINRA to the extent required by the 1934 Act and the 1940 Act and the rules and regulations thereunder, and by the rules of FINRA. This shall not prevent the Dealer Manager from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. the Dealer Manager will act only on its own behalf as principal should it choose to complete and execute a subscription eligibility form provided enter into selling agreements with selected dealers or others.
12.7. The Dealer Manager is not authorized by the Company to each give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports, repurchase offer notifications or other material that may be prepared by or on behalf of the Company for the Dealer Manager’s use. Consistent with the foregoing, the Dealer Manager may prepare and distribute sales literature or other material as it may deem appropriate in consultation and with the consent of the Company, provided such sales literature complies with applicable laws and regulations.
12.8. The Company agrees that it will take all action necessary to register the Shares under the Securities Act and the 1940 Act. The Company shall make available to the Dealer Manager, at the Dealer Manager’s expense, such number of copies of its prospectus, statement of additional information, and periodic reports as the Dealer Manager may reasonably request. The Company shall furnish to the Dealer Manager copies of all information, financial statements, repurchase offer notifications and other papers, which the Dealer Manager may reasonably request for use in connection with the Offering (distribution of Shares of the “Eligibility Form”) Company.
12.9. The Company agrees to execute any and all documents and to deliver furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in the states in which it has determined to offer the Company. The Company must notify the Dealer Manager in writing of the states in which the Shares may be sold and must notify the Dealer Manager in writing of any changes to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) information contained in the amount previous notification.
12.10. The Company shall not use the name of the Dealer Manager, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to the Company in any manner without the prior written consent of the Dealer Manager (which shall not be unreasonably withheld); provided, however, that the Dealer Manager hereby approves all lawful uses of the names of the Dealer Manager and its affiliates in the prospectus and statement of additional information of the Company and in all other materials which merely refer in accurate terms to its appointment hereunder or which are required by the SEC, FINRA, Office of the Comptroller of the Currency or any state securities authority.
12.11. Neither the Dealer Manager nor any of its affiliates shall use the name of the Company in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Company; provided, however, that the Company hereby approves all lawful uses of its name in any required regulatory filings of the Dealer Manager which merely refer in accurate terms to the appointment of the Dealer Manager hereunder, or which are required by the SEC, FINRA, Office of the Comptroller of the Currency or any state securities authority.
12.12. the Dealer Manager will promptly transmit any orders received by it for purchase, redemption, or exchange of the Shares to the Company’s transfer agent.
12.13. The Company agrees to issue Shares of the Company and to request The Depository Trust Company to record on its books the ownership of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the book-entry system procedures described in the Prospectus. Purchase orders received and processed prospectus in such amounts as the Dealer Manager has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the close of business on any business day, or on a day that is not a business day, will be executed at the price per share Company of the class requisite deposit securities and cash component (together with any fees) and acceptance of shares being purchased calculated at such order, upon the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures terms described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Companyregistration statement.
Appears in 1 contract
Samples: Dealer Manager Agreement (Pathway Energy Infrastructure Fund, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of for the class of shares being purchased calculated at the end of such business day day, plus, for Class A shares Shares only, any applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders Subscriptions received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of for the class of shares being purchased calculated at the end of the next business day day, plus, for Class A shares Shares only, any applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is received by the Company. In accordance with state securities regulations, investors may not submit an initial purchase order subscription until at least five (5) business days after the date on which the subscriber such investor has received a final prospectus. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Pacific Oak Strategic Opportunity REIT, Inc.” Purchase orders which include (i) instruments of payment received and processed by the Company at least two (2) business days prior to the close first calendar day of the New York Stock Exchange month and (generally, 4:00 p.m. Eastern time; ii) a completed and executed Subscription Agreement in good order received by the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Company at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share). Any redemption requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Redemption Program and applicable law, rules and regulations. The parties acknowledge and agree that a redemption request is not received in “good order” unless the redemption request and all required documentation is complete and received by the Company’s transfer agent by the applicable redemption request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Selected RIA such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Selected RIA to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received and processed by the Company at least five (5) business days prior to the close last business day of the New York Stock Exchange month (generally, 4:00 p.m. Eastern time; unless waived by the “close of business”Dealer Manager) on any business day will be executed at the price per share as of the class of shares being purchased calculated at the end of such first business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with month (based on the procedures described in the Prospectusprior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer Selected RIA receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Selected RIA which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the DealerSelected RIA’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Selected RIA for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the DealerSelected RIA’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Selected RIA to the office of the Dealer Selected RIA conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Nuveen Xxxxxxxxx Private Capital Diversified Property Fund Inc.Income Fund/ UMB Bank, N.A. – Escrow Account” during the escrow period and “Nuveen Xxxxxxxxx Private Capital Income Fund” following the escrow period. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Nuveen Churchill Private Capital Income Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription an eligibility form provided by the Company to each Dealer or the Distributor for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) payable to “NorthEnd Income Property Trust Inc.” in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s order until at least five (5) as of the close of business days on the date the order is received by the Company, but will have the right to rescind the sale if the purchaser or the purchaser’s financial advisor notifies the Company or the Distributor in writing of the cancellation of such order prior to the close of business on the fifth business day after the date on which the subscriber receives a copy of order is received by the ProspectusCompany. In accordance with state securities regulations, orders will not be executed before the fifth business day following the date the order is received by the Company. If the Participating Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Participating Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer. Eligibility Forms and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Eligibility Forms and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Eligibility Forms and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Dealer shall cause the custodian of such account to deliver an instrument of payment for such account directly to the Company. Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Participating Dealer Agreement (NorthEnd Income Property Trust Inc.)
Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription eligibility Subscription Agreement substantially in the form provided by attached as an Appendix to the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as a “instrument of paymentSubscription Payment”) in for the amount purchase price of such person’s purchasethe Offered Shares, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons The Dealer Manager shall ensure that any Selected Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. Persons who purchase Offered Shares will be instructed by the Dealer to shall make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.FS Credit Real Estate Income Trust.” Purchase orders received and processed by the Company Corporation prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Offered Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If The Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receives an Eligibility Form or instrument of payment receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the Dealer offering terms and conditions set forth in the Prospectus, shall return such Eligibility Form Subscription Agreement and instrument of payment Subscription Payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II13. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to .
13.2 If the Dealer’s internal supervisory procedures, Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Eligibility Forms and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form Corporation or as otherwise directed by its designated agent.
13.3 If the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and Processing Broker-Dealer conducts its internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Eligibility Forms Subscription Agreements and instruments of payment Subscription Payments will be transmitted by the end Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment Subscription Payment for deposit to Dividend Capital Diversified Property Fund Inc. the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Corporation or its designated agent, as set forth in applicable, with each delivery of Subscription Payments a list of the Eligibility Form or as otherwise directed by subscribers showing the Companyname, U.S. address, tax identification number, state of residence, amount of Offered Shares subscribed for and the amount of money paid.
Appears in 1 contract
Samples: Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property U.S. Bank National Association/HPS Corporate Lending Fund Inc.- Escrow Account,” during the escrow period and “HPS Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Company at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the ”Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Managing Dealer Agreement (HPS Corporate Lending Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer Manager, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , which is referred to herein as the “close of business”) on any business day will be executed at the price per share of Share for the class of shares Shares being purchased (which purchase price will equal the NAV per Share for such class) calculated at the end of such business day day, plus, for Class A shares A, Class T, Class S and Class T2 Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T and Class T2 Shares only, an up-front dealer manager fee. Purchase orders Subscriptions received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of Share for the class of shares Shares being purchased calculated at the end of the next business day day, plus, for Class A shares A, Class T, Class S and Class T2 Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T and Class T2 Shares only, an up-front dealer manager fee. Subscribers A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is received by the Company, in paper form or, solely to the extent authorized in writing by the Dealer-Manager, electronic form. In accordance with state securities regulations, investors may not submit an initial purchase order subscription until at least five (5) business days after the date on which the subscriber receives such investor has received a copy of the final Prospectus. If Participating Broker-Dealer receives a Subscription Agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer receives an Eligibility Form Manager, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return reject, in the case of an electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, turn transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company and the Dealer Manager each reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased. To the extent Participating Broker-Dealer is authorized in writing by Dealer Manager to deliver Subscription Agreements in electronic form and each time it does so deliver Subscription Agreements in electronic form, Participating Broker-Dealer is deemed to represent and warrant that it:
(a) employs safeguards to ensure that the Subscription Agreement is delivered with or after delivery to an investor or prospective investor of the Prospectus;
(b) has established a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its entirety prior to initialing and/or signing;
(c) will review with the prospective purchaser all appropriate documentation related to the subscription, including the Prospectus and the instructions on how to complete the Subscription Agreement; and
(d) only to the extent Dealer Manager has provided written authorization to Participating Broker-Dealer to use electronic signatures on the Subscription Agreement, has adopted and implemented written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, adopted on May 8, 2017, and as may be amended from time to time (the “NASAA Guidance”), and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance.
Appears in 1 contract
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the each, a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will shall be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend AG Twin Brook Capital Diversified Property Fund Inc.Income Fund.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Company) will be executed as of the first calendar day of the month (based on the net asset value (“NAV”) per share as determined as of the previous day, being the last day of the preceding month). The Broker shall be responsible for the accuracy, timeliness and completeness of any orders transmitted by it on behalf of its customers by any means, including wire or telephone. Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s share repurchase program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Agreement (AG Twin Brook Capital Income Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusMemorandum, subject to any waiver of such minimum purchase amount for certain categories of purchasers in the discretion of the Company’s advisor (as described in the Memorandum). Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Xxxxx Xxxx LaSalle Income Property Fund Trust, Inc.” Purchase The purchase price for purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) business on any business day will be executed at the price NAV per share of the class of shares Shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the ProspectusMemorandum, plus, applicable selling commissions. Purchase orders received Subscriptions processed and processed accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price NAV per share of the class of shares Shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the ProspectusMemorandum, plus, applicable selling commissions. Subscribers may not submit an initial A purchaser will be contractually obligated to purchase order until at least five (5) Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business days after on the date on which the subscriber subscription is accepted by the Company. If Participating Broker-Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription an eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified [ ], as Escrow Agent for Clarion Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, plus applicable selling commissions, commissions in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Clarion Property Trust Inc.)
Submission of Orders. 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement in the form attached as an appendix to the Prospectus and, whether in paper or, to the extent applicable, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. .
6.2 If the Participating Broker-Dealer receives an Eligibility Form a Subscription Agreement, whether in paper or, to the extent applicable, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return reject, in the case of any electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker- Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company.
6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased.
6.4 To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by the Dealer Manager, the Dealer Manager represents and warrants that it will:
(a) employ safeguards to ensure that the Subscription Agreement is delivered with or after delivery of the Prospectus to an investor or prospective investor;
(b) establish a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its entirety prior to initialing and/or signing;
(c) before completion of any subscription agreement, review with the prospective investor all appropriate documentation related to the prospective investment including documents and instructions on how to complete the subscription agreement; and
(d) adopt and implement written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Guidance, and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance. To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by Participating Broker-Dealers, the Dealer Manager will require such Participating Broker-Dealers to make the representations and warranties set forth in this Section 6.4, which representations and warranties when obtained from the Participating Broker Dealer by the Dealer Manager shall be deemed to satisfy Dealer Manager’s representations and warranties set forth in this Section 6.4 with respect those offers and sales made by such Participating Broker-Dealer.
Appears in 1 contract
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property U.S. Bank National Association/HPS Corporate Lending Fund Inc.- Escrow Account,” during the escrow period and “HPS Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectus. If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form month and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms (ii) a completed and instruments of payment executed Subscription Agreement in good order received by the Dealer which conform Company at least five (5) business days prior to the foregoing instructions shall be transmitted for deposit pursuant to one first calendar day of the methods described in this Section IImonth (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Managing Dealer Agreement (HPS Corporate Lending Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified BNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Partners Property Fund Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Partners Property Trust Inc.”; provided, however, that investors residing in jurisdictions requiring higher minimum offering amounts will continue to be instructed to make their instruments of payment payable to or for the benefit of “BNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Partners Property Trust Inc.” until the Company has received subscriptions for the applicable minimum offering amount, as described in the Prospectus. Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Eligibility Forms and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Dealer’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Eligibility Forms and instruments of payment to the Escrow Agent or, after the Minimum Offering has been received, to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Eligibility Forms and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Escrow Agent or, after the Minimum Offering has been received, to the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver an Eligibility Form and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been received, to the Company. The Participating Broker-Dealer shall furnish to the Escrow Agent or the Company, as applicable, with each delivery of Eligibility Forms and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 1 contract
Samples: Dealer Manager Agreement (Clarion Partners Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering Offering, in any combination of Class A Shares and Class C Shares, will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the “Eligibility FormSubscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer such completed and executed Eligibility Form Subscription Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Class A Share, which must be at least subject to discounts based upon the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class volume of shares being purchased calculated at the end and for certain categories of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures purchasers as described in the Prospectus, and $9.37 per Class C Share. Purchase orders received and processed after the close There shall be a minimum initial purchase by any one purchaser of business on $4,000 of Primary Shares, which may be in any business day, or on a day that is not a business day, will be executed at the price per share combination of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described Shares and Class C Shares (except as otherwise indicated in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after , or in any letter or memorandum from the date on which the subscriber receives a copy of the Prospectus. If Company to the Dealer receives an Eligibility Form or Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions, the Dealer instructions shall return such Eligibility Form and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms then, by noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments instrument of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent, until the Minimum Offering requirements are satisfied. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [_____________], 2014 (the “Escrow Agreement”), by and between UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (NorthStar/RXR New York Metro Income, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering agreement (the each, a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will shall be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.Apollo Debt Solutions BDC.” Purchase orders which include (i) instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Intermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager. If the Dealer Broker receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer Broker shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Intermediary Manager Agreement (Apollo Debt Solutions BDC)
Submission of Orders. Each person desiring (a) In order to purchase Shares in the Offering will be required to Offering, the subscriber must complete and execute a subscription eligibility agreement substantially in the form provided by filed as an appendix to the Company to each Dealer for use in connection with the Offering Prospectus (the a “Eligibility FormSubscription Agreement”) and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check wire transfer or authorization for Dealer to debit such subscriber’s account held at Dealer and to send a wire transfer (“instrument instruments of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth described in Section 4 herein.
(b) Purchase orders which include a completed and executed Subscription Agreement in good order received by the Prospectus. Those persons who purchase Shares will be instructed Company at least 7 business days prior to the first calendar day of the month and instruments of payment received by the Company at least 2 business days prior to the first calendar day of the month (unless waived by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Inc.” Purchase orders received and processed by the Company prior to the close Manager) will be effective as of the New York Stock Exchange first calendar day of such month (generally, 4:00 p.m. Eastern timebased on the prior month’s transaction price (as defined in Section 4 below)); the “close of business”) on any business day will be executed at the price per share provided that different timing requirements may apply upon mutual agreement of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five parties.
(5c) business days after the date on which the subscriber If Dealer receives a copy of the Prospectus. If the Dealer receives an Eligibility Form Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall promptly return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptsubscriber. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II3. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant procedures described herein.
(d) Subscription Agreements received during each month before 7 business days prior to the Dealer’s internal supervisory procedures, internal supervisory review is conducted first calendar day of the next month will be transmitted at least 7 business days prior to the same location at which Eligibility Forms first calendar day of the next month and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted by at least 2 business days prior to the end first calendar day of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. month as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant Subscription Agreements received from subscribers during the 7 business day period prior to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted first calendar day of a month will be transmitted at a different location, Eligibility Forms least 7 business days prior to the first calendar day of the month after the next month (the “following month”) and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted by at least 2 business days prior to the end first calendar day of the next business day following receipt month.
(e) Subscription funds may be transmitted to the Company net of selling commissions and dealer manager fees, as applicable, subject to the terms and conditions set forth in Exhibit A attached hereto. The Dealer Manager acknowledges that in connection with the Offering, Dealer will utilize with its customers making purchases of Shares (“Clients”) a subscription agreement (in a form approved in advance by the Dealer Manager) which will provide that the total purchase price paid by a Client for the Shares shall be comprised of (i) the transaction price (as defined in Section 4 below) for the number of Shares the Client intends to purchase, plus (ii) the applicable upfront selling commissions and dealer manager fees payable to Dealer for such Shares. Such commissions and fees will be collected by Dealer prior to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit Client’s funds being transferred to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (Black Creek Diversified Property Fund Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Black Creek Diversified Property Fund Inc.” Purchase orders which include a completed and executed Eligibility Form in good order and instruments of payment received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth (unless waived by the Dealer Manager) will be executed as of the first calendar day of the next month (based on the prior month’s transaction price per share of the applicable share). If the Dealer receives an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms and instruments of payment are received from subscribers, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Black Creek Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms and instruments of payment for deposit to Dividend Capital Black Creek Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer Manager, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility FormSubscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Eligibility Form Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified RREEF Property Fund Trust, Inc.” Purchase orders Subscriptions received and processed by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; , which is referred to herein as the “close of business”) on any business day will be executed at the price per share of Share for the class of shares Shares being purchased (which purchase price will equal the NAV per Share for such class) calculated at the end of such business day day, plus, for Class A shares A, Class T, Class S and Class T2 Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T and Class T2 Shares only, an up-front dealer manager fee. Purchase orders Subscriptions received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of Share for the class of shares Shares being purchased calculated at the end of the next business day day, plus, for Class A shares A, Class T, Class S and Class T2 Shares only, any applicable selling commissions, in accordance with the procedures described in the Prospectus, and, for Class T and Class T2 Shares only, an up-front dealer manager fee. Subscribers A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is received by the Company, in paper form or, solely to the extent authorized in writing by the Dealer-Manager, electronic form. In accordance with state securities regulations, investors may not submit an initial purchase order subscription until at least five (5) business days after the date on which the subscriber receives such investor has received a copy of the final Prospectus. If Participating Broker-Dealer receives a Subscription Agreement, whether in paper form or, solely to the extent authorized in writing by the Dealer receives an Eligibility Form Manager, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return reject, in the case of an electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Broker-Dealer. Eligibility Forms Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscriberspurchasers, Eligibility Forms then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. as set forth in the Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, turn transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or to such other account or agent as set forth in the Eligibility Form or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company and the Dealer Manager each reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker- Dealer shall furnish to the Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased. To the extent Participating Broker-Dealer is authorized in writing by Dealer Manager to deliver Subscription Agreements in electronic form and each time it does so deliver Subscription Agreements in electronic form, Participating Broker-Dealer is deemed to represent and warrant that it:
(a) employs safeguards to ensure that the Subscription Agreement is delivered with or after delivery to an investor or prospective investor of the Prospectus;
(b) has established a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its entirety prior to initialing and/or signing;
(c) will review with the prospective purchaser all appropriate documentation related to the subscription, including the Prospectus and the instructions on how to complete the Subscription Agreement; and
(d) only to the extent Dealer Manager has provided written authorization to Participating Broker-Dealer to use electronic signatures on the Subscription Agreement, has adopted and implemented written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, adopted on May 8, 2017, and as may be amended from time to time (the “NASAA Guidance”), and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance.
Appears in 1 contract
Samples: Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer Broker such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Broker to make their instruments of payment payable to or for the benefit of “Dividend SS&C GIDS, Inc./Kxxxxxx Xxxxx Capital Diversified Property Fund Inc.Company - Escrow Account,” Purchase during the escrow period and “Kxxxxxx Xxxxx Capital Company” following the escrow period. Investors may only purchase our Common Shares pursuant to accepted subscription orders received and processed by the Company prior to the close as of the New York Stock Exchange first day of each month (generally, 4:00 p.m. Eastern time; based on the “close of business”) on any business day will be executed at the price NAV per share as determined as of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business previous day, or on a being the last day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end preceding month), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial full purchase order until price of our Common Shares being subscribed at least five (5) business days after prior to the date on which the subscriber receives a copy first day of the Prospectusmonth. If the Dealer receives an Eligibility Form or instrument of payment not conforming a purchase order is received less than five (5) business days prior to the foregoing instructionsfirst day of the month, unless waived by the Managing Dealer, the Dealer shall return such Eligibility Form and instrument of payment directly to such subscriber not later than the end of purchase order will be executed in the next business day following its receiptmonth’s closing at the transaction price applicable to that month. Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Company’s transfer agent by the applicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. Bxxxxx agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures: , unless otherwise agreed with the Managing Dealer:
(i) Where, pursuant to the DealerBroker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the DealerBroker’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Broker to the office of the Dealer Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.
Appears in 1 contract
Samples: Managing Dealer Agreement (Kennedy Lewis Capital Co)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) Subscription Agreement and to deliver to the Dealer such completed and executed Eligibility Form Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Dividend Capital Diversified Property Fund Blackstone Real Estate Income Trust, Inc.” Purchase orders which include (i) instruments of payment received and processed by the Company at least two (2) business days prior to the close first calendar day of the New York Stock Exchange month and (generally, 4:00 p.m. Eastern time; ii) a completed and executed Subscription Agreement in good order received by the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Subscribers may not submit an initial purchase order until Company at least five (5) business days after prior to the date on which the subscriber receives a copy first calendar day of the Prospectusmonth (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share). Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order’’ unless the repurchase request and all required documentation is complete and received by the Company’s transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives an Eligibility Form a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Eligibility Form Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Eligibility Forms Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Eligibility Forms Subscription Agreements and instruments of payment are received from subscribers, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Eligibility Forms Subscription Agreements and instruments of payment for deposit to Dividend Capital Diversified Property Fund Inc. the Company or its agent as set forth in the Eligibility Form Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Blackstone Real Estate Income Trust, Inc.)
