Common use of Submission of Orders Clause in Contracts

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Shares.

Appears in 4 contracts

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV), Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV), Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Those persons who purchase Offered Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for ▇▇▇▇ Office & Industrial REIT (CCIT III), Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o CCIT III” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for ▇▇▇▇ REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “FS Global Credit Opportunities Fund—ADV▇▇▇▇ Office & Industrial REIT (CCIT III), Inc.” or, alternatively, “CCIT III” or, in the event that the purchase is made using a Joint Subscription Agreement, “▇▇▇▇ REIT.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIas set forth below. If the Selected The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer ”, to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Escrow Agent by noon the end of the next business day following receipt thereof by of the Processing Broker-Dealersubscription documents and the checks, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Processing Broker-Company may instruct the Dealer will transmit to forward paperwork in good order and the Subscription Agreements and Subscription Payments for deposit checks directly to the Fund or its designated agent. Company. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-DealerDealer of the subscription documents and check. The Final Review Office will in turnwill, by noon the end of the next business day following receipt thereof by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements conduct its suitability review of the transaction and Subscription Payments for deposit if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Fund or its designated agentDealer Manager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. Selected Dealer understands that After completion of the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountMinimum Offering, the Processing Broker-Company may instruct the Dealer shall cause to forward paperwork in good order and the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account checks directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 3 contracts

Sources: Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in 10.1 On or after the Offering will be required to complete date of this Agreement, the Company, the Managing Broker-Dealer and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be UMB Bank (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription PaymentEscrow Agent”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted will enter into an Escrow Agreement substantially in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant form included as an exhibit to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 Statement (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as pursuant to which an escrow agent account will be established (the “Escrow Account”), at the Company’s expense, for the benefit of those persons subscribing for Bonds (the “Subscribers”). 10.2 Prior to closing on each Subscription, (i) each Subscriber will execute and deliver a Purchaser Questionnaire and Subscription Agreement (each, a “Subscription Agreement”) to the Company and the Company will make available to the Managing Broker-Dealer and the Escrow Agent copies of each such Subscription Agreement; (ii) each Subscriber will transfer to the Escrow Account funds in an amount equal to the price per Bond as shown on the cover page of the Offering Circular multiplied by the number of Bonds subscribed by such Subscriber (the “Subscription Amount”); and (iii) the Escrow Agent will notify the Company and the Managing Broker-Dealer in writing when the Escrow Account contains collected funds in the amount equal to the Subscription Amount. 10.3 If on any date the Escrow Agent shall have received the Subscription Amount and the Company accepts such Subscription (each such date, a “Closing Date”), the Escrow Agent will release the Subscription Amount from the Escrow Account for collection by the Company and the Managing Broker-Dealer as provided in the Escrow Agreement and the Company shall deliver the Bonds purchased on such Closing Date to the Subscriber, which delivery may be made through the facilities of the Depository Trust Company (“DTC”) or via book entry with the Company’s securities registrar and transfer agent, UMB Bank (the “Transfer Agent”). All closings (each, and a “Closing”) shall take place at the Fund. If office of the Processing Managing Broker-Dealer conducts its internal supervisory review at or such other location as the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Managing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for Company shall mutually agree. All actions taken at the Closing shall be deemed to have occurred simultaneously on such Offered SharesClosing Date.

Appears in 3 contracts

Sources: Managing Broker Dealer Agreement (Lighthouse Life Capital, LLC), Managing Broker Dealer Agreement (GK Investment Property Holdings II LLC), Managing Broker Dealer Agreement (GK Investment Property Holdings II LLC)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as escrow agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation III.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation III.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent for FS Investment Corporation III” and (2) subsequent to the Corporation raising the Minimum Offering, to Escrow AgentUMB Bank, N.A., as agent for FS Investment Corporation III.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 3 contracts

Sources: Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for substantially in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there . The Dealer Manager shall be a minimum initial purchase by ensure that any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Offered Shares shall be $500 per transaction, except for purchases made pursuant to in accordance with the Fund’s DRP, offering terms and conditions as described set forth in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as Escrow Agent for Owl Rock Technology Income Corp.Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as Escrow Agent for Owl Rock Technology Income Corp.” After meeting the Minimum Offering described throughout the Prospectus, 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 investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions instructions, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVfollowing procedures.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 3 contracts

Sources: Dealer Manager Agreement (Owl Rock Technology Income Corp.), Dealer Manager Agreement (Owl Rock Technology Income Corp.), Dealer Manager Agreement (Owl Rock Technology Income Corp.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Those persons who purchase Offered Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for ▇▇▇▇ Credit Property Trust IV, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o CCPT IV” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for ▇▇▇▇ REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “FS Global ▇▇▇▇ Credit Opportunities Fund—ADVProperty Trust IV, Inc.” or, alternatively, “Credit Property Trust IV” or, in the event that the purchase is made using a Joint Subscription Agreement, “▇▇▇▇ REIT.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIas set forth below. If the Selected The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer ”, to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Escrow Agent by noon the end of the next business day following receipt thereof by of the Processing Broker-Dealersubscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Processing Broker-Company may instruct the Dealer will transmit to forward paperwork in good order and the Subscription Agreements and Subscription Payments for deposit check directly to the Fund or its designated agent. Company. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-DealerDealer of the subscription documents and check. The Final Review Office will in turnwill, by noon the end of the next business day following receipt thereof by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements conduct its suitability review of the transaction and Subscription Payments for deposit if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Fund or its designated agentDealer Manager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. Selected Dealer understands that After completion of the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountMinimum Offering, the Processing Broker-Company may instruct the Dealer shall cause to forward paperwork in good order and the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account check directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 3 contracts

Sources: Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.), Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.), Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV"▇▇▇▇▇ Fargo Bank Iowa, ▇▇▇▇▇▇▇ Commercial Properties REIT.” Each investor 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-" Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 3 contracts

Sources: Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as escrow agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation III.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation III.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation III.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2013 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), ) and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 3 contracts

Sources: Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III)

Submission of Orders. (a) Each person desiring to purchase Offered subscriber for Shares in the Offering will shall be required to (i) complete and execute a duplicate originals of the subscription agreement (in the form included as an exhibit to the Prospectus and the Escrow Agreement) and any purchaser representative questionnaire or other document(s) which may be required by you or the Company in connection with such subscription (collectively, “Subscription Agreement Documents”) and (ii) tender payment in full for the Offering Shares subscribed for (“Subscription Payment”); checks representing Subscription Payments should be made payable to “▇▇▇▇▇ Retail Centers, Inc. Escrow Account”; all Subscription Payments received by any Dealer (including you) shall be delivered to Century Bank and to deliver to the Selected Dealer or Dealer Manager, as the case may be Trust (the Processing Broker-DealerEscrow Agent”), at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇ ▇▇▇▇▇▇▇, by 12:00, noon, on the business day following such completed Subscription Agreementreceipt, together with a checkschedule setting forth the amount of each such Subscription Payment and the name, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price mailing address and state of residence of the Offered Sharessubscriber. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform Escrow Agent shall be deposited and administered by it pursuant to the foregoing instructions shall be transmitted for deposit pursuant to one terms of the methods described agreement by and among the Company, you and the Escrow Agent (“Escrow Agreement”). Concurrently with your delivery of each Subscription Payment to the Escrow Agent, you shall forward to the Company, at the address appearing in this Section II13 hereof, two (2) executed originals of all related Subscription Documents, retaining copies of all such Subscription Documents for your records. (b) Within thirty (30) days following receipt by it of executed Subscription Documents, the Company shall determine to accept or reject each subscription and shall notify you and the Escrow Agent orally (to be confirmed in writing). If the Selected Dealer is Company elects to accept a “$250,000 brokersubscription, it shall, within forty-dealer,” five (45) following receipt by it of executed Subscription Documents relating thereto, countersign and forward to the Dealer Manager may authorize subscriber a counterpart original of the Selected Dealer subscription agreement at the mailing address set forth therein. If the Company elects to instruct its customers to make its reject a subscription, the related Subscription Payment for Offered Shares subscribed for payable shall, upon receipt by the Escrow Agent of oral notice (to be confirmed in writing) from the Company of such rejection, be returned within ten (10) business days following such notice, directly to the Selected Dealersubscriber by the Escrow Agent, without interest thereon or deduction there from, pursuant to the terms of the Escrow Agreement. The Company reserves the right, in which case its sole discretion for any reason, to refuse to sell Shares to any person at any time. (c) The Company may continue the Selected Dealer will collect Offering until (i) 3,000,000 Shares are sold or (ii) ____________, 20__, whichever first occurs; the proceeds Offering may be terminated at any time prior thereto at the discretion of the subscriber’s Subscription Payment Company, or extended by amendment to this Agreement. (d) Subject to the terms hereof and make of the Escrow Agreement, the first disbursement of subscription proceeds (including disbursement of amounts due to you hereunder) shall take place not less than five (5) days nor more than fifteen (15) days following the date upon which cleared funds representing payment in full for the aggregate amount of Shares purchased therewith have been received by the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by Escrow Agent under the terms of the Escrow Agreement, dated March 29, 2016 (unless otherwise agreed in writing between you and the Company; such initial disbursement is referred to herein as the “Escrow Agreement”), by Initial Closing,” and among the Dealer Manager, UMB Bank, N.A., date thereof is referred to as escrow agent (the “Escrow Agent”)Initial Closing Date.” Following the Initial Closing, subscription proceeds shall be disbursed from time to time as agreed between the Company and the Fund. If Placement Agent, but not less frequently than monthly; each such further disbursement of subscription proceeds is referred to herein as an “Additional Closing” and the Processing Broker-Dealer conducts its internal supervisory review at date thereof as an “Additional Closing Date.” The Initial Closing and Additional Closings are sometimes referred to herein as a “Closing” or “Closings”; the same location at which Subscription Agreements Initial Closing Date and Subscription Payments Additional Closing Dates are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit sometimes referred to the Fund herein as a “Closing Date” or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (“Closing Dates.” The last Closing Date hereunder is referred to herein as the “Final Review OfficeClosing Date). The date, Subscription Agreements and Subscription Payments will be transmitted by upon which the Processing Broker-Dealer Offering shall terminate, for any reason, is referred to herein as the “Termination Date.” (e) Each Closing shall take place at the offices of the Company or, at your option, at such other place as you may agree upon in writing with the Company. (f) On or before each Closing Date, you shall supply to the Final Review Office by noon Company a list setting forth the name and state of residence of each person to whom you have then distributed a Memorandum, together with the serial number of the next business day following receipt thereof Memorandum so distributed to each such person and an accounting for each serially-numbered Memorandum not distributed by you. (g) After the Processing Broker-DealerFinal Closing Date, you will not be considered to have any continuing or future duty or obligation of any kind to the Company. The Final Review Office You have not assumed, nor will in turnyou assume or be permitted to assume, by noon any duties, responsibilities, or obligations with regard to the management, operations or any of the next business day following receipt thereof by affairs of the Final Review OfficeCompany after the final Closing (h) You will maintain in your files documents disclosing the basis upon which the determination of suitability was reached as to each potential investor. You hereby represent that you will communicate to each of your sales agents, transmit such Subscription Agreements representatives and Subscription Payments for deposit to other appropriate persons associated with you the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at allabove-referenced suitability standards. Notwithstanding the foregoingprovisions of this Section 12, with respect to you shall not execute any Offered Shares to be purchased by transaction in the Company in a custodial account, the Processing Broker-Dealer shall cause the custodian of such discretionary account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list without prior written approval of the related subscribers showing transaction by the potential investor. (i) Prior to participating in the Offering, you or a person associated with you shall have reasonable grounds to believe, based on information made available to you or such person by the Company through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and evaluating the amount of money paid for such Offered SharesCompany.

Appears in 3 contracts

Sources: Dealer Manager Agreement (Klein Retail Centers, Inc.), Dealer Manager Agreement (Klein Retail Centers, Inc.), Dealer Manager Agreement (Klein Retail Centers, Inc.)

Submission of Orders. Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer Manager or Dealer ManagerParticipating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of $10.00 per Share, or such discounted purchase price of per Share that may apply based upon the Offered Shares. Except as otherwise permitted by the Fund or permitted available discounts specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 250 Primary Shares (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Primary Shares shall be $500 per transaction. Until such time as the Company has received and accepted subscriptions for at least 200,000 Offered Shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as Escrow Agent for ▇▇▇▇▇ National REIT I, Inc.Each investor desiring to Thereafter, those persons who purchase Offered Shares in will be instructed by the Offering must submit subscriptions for a certain dollar amountProcessing Broker-Dealer to make their checks payable to “▇▇▇▇▇ National REIT I, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. Inc.” The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (a) where, pursuant to the Selected Dealer, in which case the Selected Dealer will collect the proceeds internal supervisory procedures of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. If 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 conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at allCompany. 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 instrument of payment for such account directly to the Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Moody National REIT I, Inc.), Dealer Manager Agreement (Moody National REIT I, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.VII Peaks Co-Optivist Income BDC II, Inc.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (VII Peaks Co-Optivist Income BDC II, Inc.), Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there There shall be a minimum initial purchase by any one purchaser of $5,000 (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the FundCorporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Corporation. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as EA for ORCC II.” Each investor desiring Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amountshall make their Subscription Payments payable to “UMB Bank, rather than a number of Offered Shares andN.A., as a result, may receive fractional Offered Shares. EA for ORCC II.” The Processing Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund UMB Bank, N.A. (the “Escrow Agent”), or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Participating Broker-Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Participating Broker Dealer Agreement (Owl Rock Capital Corp II), Participating Broker Dealer Agreement (Owl Rock Capital Corp II)

Submission of Orders. Each person desiring Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase Offered the Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPsubscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as described set forth in the Prospectus, and as otherwise permitted required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Fund. Investors who purchase Offered Shares shall Dealer to make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number "Trust Company of Offered Shares andAmerica, as a resultescrow agent for NNN H/O REIT" unless and until the Minimum Offering is obtained. Thereafter, may receive fractional Offered Shares. The Processing Broker-persons who purchase Shares will be instructed by the Dealer to make their checks payable to "NNN Healthcare/Office REIT, Inc." Any Dealer receiving a Subscription Agreement and Subscription Payment check prior to the time that the Minimum Offering is obtained that does not conforming conform to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 IIfollowing methods: 1. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly Where, pursuant to the Selected Dealer's internal supervisory procedures, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit either to an escrow agent for the Company or, after the Minimum Offering has been achieved, to the Fund or its designated agentCompany. 2. If Where, pursuant to the Processing Broker-Dealer conducts its Dealer's internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”)location, Subscription Agreements and Subscription Payments checks will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon end of the next business day following receipt thereof by Dealer to the Processing Broker-Dealeroffice of the Dealer conducting such final internal supervisory review (the "FINAL REVIEW OFFICE"). The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments checks for deposit to either the Fund or its designated agentescrow agent for the Company or, after the Minimum Offering has been achieved, to the Company. 3. Selected If the Dealer understands receives a check that is made payable to the Fund reserves Escrow Agent after the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountMinimum Offering is obtained, the Processing Broker-Dealer shall cause deposit such check with the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesEscrow Agent.

Appears in 2 contracts

Sources: Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.)

Submission of Orders. 6.1 Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a Subscription Agreement subscription 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 “Subscription Agreement”) and to deliver to the Selected Dealer manager or Dealer Managerthe Participating Broker-Dealer, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement, Agreement together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of such person’s purchase, which must be at least the minimum purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted amount set forth in the Prospectus, there shall . Persons who purchase Primary Shares will be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted instructed by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving to make their instruments of payment payable to or for the benefit of “Procaccianti Hotel REIT, Inc.” In accordance with state securities regulations, 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 Processing Broker-Dealer receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, the Processing Broker-Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (a) where, pursuant to the Selected Dealer, in which case the Selected Dealer will collect the proceeds internal supervisory procedures of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Company or its designated agent. If to such other account or agent as directed by the Processing Company; and (b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Company or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Company. 6.3 Notwithstanding the foregoing, with respect to any Offered Primary 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 instrument of payment for such account directly to the Fund’s transfer agent. Company. 6.4 The Processing Broker-Dealer shall furnish to the Company, with each delivery of Subscription Payments Agreements and instruments of payment, a list of the related subscribers purchasers showing for each subscriber his, her or its the name, address, social security number or date of birth, tax identification number, as applicable, state of residence, residence and dollar amount of Offered Primary Shares subscribed for and the amount of money paid for such Offered Sharespurchased.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Procaccianti Hotel Reit, Inc.), Dealer Manager Agreement (Procaccianti Hotel Reit, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.Behringer Harvard Multifamily REIT I, Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions as set forth above, as applicable, shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions as set forth above, as applicable, shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.Behringer Harvard Multifamily REIT I, Inc.The Selected Dealer hereby agrees to Transmittal of received investor funds will be bound by made in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, thenthe Dealer shall forward (i) the subscription documents to Investment Services and (ii) the checks to Investment Services, as applicable, by noon the end of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc), Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Company raising gross offering proceeds of $1,000,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as escrow agent for VII Peaks-KBR Co-Optivist Income BDC II, Inc.” Subsequent to the Company raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “VII Peaks-KBR Co-Optivist Income BDC II, Inc.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or its after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or its after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.), Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Prospectus (a “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there shall . Any minimum purchase amount may be a minimum initial purchase by any one purchaser waived in the sole discretion of $5,000 in Offered Sharesthe Corporation. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Prior to the Fund’s DRPCorporation meeting the Minimum Offering, as described in the Prospectus, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADV[ • ].” Each investor desiring Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares andshall make their Subscription Payments payable to “[ • ], as a result, may receive fractional Offered Shares. EA for ORTIC.” The Processing Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Corporation or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Corporation or its designated agent. Selected Participating Broker-Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Corporation or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Owl Rock Technology Income Corp.), Dealer Manager Agreement (Owl Rock Technology Income Corp.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.T.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.T.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Shares.

Appears in 2 contracts

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - T), Dealer Manager Agreement (FS Global Credit Opportunities Fund - T)

Submission of Orders. 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 10,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.Triton Pacific Investment Corporation, Inc.The Company will sell the Offered Shares on a continuous basis at a price of $15.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV13.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund 13.2. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. 13.3. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentCompany. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order for such Offered Sharesany reason.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Triton Pacific Investment Corporation, Inc.), Dealer Manager Agreement (Triton Pacific Investment Corporation, 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as escrow agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation II.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation II.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent for FS Investment Corporation II” and (2) subsequent to the Corporation raising the Minimum Offering, to Escrow AgentUMB Bank, N.A., as agent for FS Investment Corporation II.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (FS Investment Corp II), Dealer Manager Agreement (FS Investment Corp II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except Selected Dealer shall only offer to sell and accept completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as otherwise permitted by the Fund or permitted set forth in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVReal Estate Income Trust.” Each investor 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-Purchase orders which include 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 Dealer Manager or otherwise agreed to herein) will be executed as of the first calendar day of the month. Selected Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a class of Offered Shares that Selected Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Selected Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Selected Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct instructs its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of “FS Global Credit Opportunities Fund—ADV.Real Estate Income Trust,The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 represents that it is a “$250,000” broker dealer. (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Selected Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Selected Dealer, the Processing Broker-Selected Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company through its designated agent or directly to its designated agent. . (b) If the Processing Broker-Selected Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Selected Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Selected Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Selected Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Fund’s transfer agentTransfer Agent. The Processing Broker-Selected Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Selected Dealer 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 Offered Shares in 10.1 On or after the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription date of this Agreement, together with a checkthe Company, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 Managing Broker-Dealer receiving and UMB Bank (the "Escrow Agent") will enter into an Escrow Agreement substantially in the form included as an exhibit to the Offering Statement (the "Escrow Agreement"), pursuant to which an escrow account will be established (the "Escrow Account"), at the Company's expense, for the benefit of those persons subscribing for Bonds (the "Subscribers"). 10.2 Prior to closing on each Subscription, (i) each Subscriber will execute and deliver a Purchaser Questionnaire and Subscription Agreement and (each, a "Subscription Payment not conforming Agreement") to the foregoing instructions shall return such Subscription Agreement Company and Subscription Payment directly the Company will make available to such subscriber not later than the end of the second business day following receipt by the Processing Managing Broker-Dealer and the Escrow Agent copies of each such materials. Subscription Agreements and Subscription Payments received Agreement; (ii) each Subscriber will transfer to the Escrow Account funds in an amount equal to the price per Bond as shown on the cover page of the Offering Circular multiplied by the Processing number of Bonds subscribed by such Subscriber (the "Subscription Amount"); and (iii) the Escrow Agent will notify the Company and the Managing Broker-Dealer which conform in writing when the Escrow Account contains collected funds in the amount equal to the foregoing instructions Subscription Amount. 10.3 If on any date the Escrow Agent shall be transmitted have received the Subscription Amount and the Company accepts such Subscription (each such date, a "Closing Date"), the Escrow Agent will release the Subscription Amount from the Escrow Account for deposit pursuant to one of the methods described in this Section II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound collection by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Company and the Fund. If the Processing Managing Broker-Dealer conducts its internal supervisory review as provided in the Escrow Agreement and the Company shall deliver the Bonds purchased on such Closing Date to the Subscriber, which delivery may be made through the facilities of the Depository Trust Company ("DTC") or via book entry with the Company's securities registrar and transfer agent, UMB Bank (the "Transfer Agent"). All closings (each, a "Closing") shall take place at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon office of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Managing Broker-Dealer will transmit or such other location as the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Managing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for Company shall mutually agree. All actions taken at the Closing shall be deemed to have occurred simultaneously on such Offered SharesClosing Date.

Appears in 2 contracts

Sources: Managing Broker Dealer Agreement (GK Investment Holdings, LLC), Managing Broker Dealer Agreement (GK Investment Holdings, LLC)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow AgreementUMB Fund Services, dated March 29Inc., 2016 (the “Escrow Agreement”), by and among the Dealer Manager, as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” and (2) subsequent to the Corporation raising the Minimum Offering, to Escrow AgentUMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Freedom Capital Corp/Md), Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of FS Global Credit Opportunities Fund—ADVUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2015 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), the Dealer Manager and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. Each person desiring to purchase Offered Shares Until the Required Capital (as defined in the Offering Escrow Agreement) has been obtained and released from escrow, those persons who purchase Shares will be required instructed by the Dealer Manager or the Dealer to complete and execute a Subscription Agreement for the Offering and make their checks payable to deliver to the Selected Dealer or Dealer ManagerUMB Bank, as the case may be N.A. (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription PaymentEscrow Agent”) for as provided in the Escrow Agreement. Thereafter, those persons who purchase price of the Offered Shares. Except as otherwise permitted Shares will be instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Pathway Energy Infrastructure Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow Agreementescrow agent, dated March 29or if the Required Capital has been obtained and released from escrow, 2016 (made payable to “Pathway Energy Infrastructure Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the “Escrow Agreement”)following procedures: Where, by and among pursuant to the Dealer ManagerDealer’s internal supervisory procedures, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by noon Eastern Time of the next business day following receipt thereof by the Processing Broker-DealerDealer to the escrow agent until the Required Capital has been obtained and released from escrow, and thereafter to the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location than location, checks will be transmitted by noon Eastern Time of the location at which Subscription Agreements and Subscription Payments are received from subscribers next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the . The Final Review Office will in turn transmit by noon 5:00 pm Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof at a different location by the Final Review OfficeOffice such checks to the escrow agent until the Required Capital has been obtained and released from escrow, transmit such Subscription Agreements and Subscription Payments thereafter to the Company for deposit directly with the Company. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Pathway Energy Infrastructure Fund, 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund volume of Offered Shares purchased or permitted other special circumstances pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 1,000 in Offered Shares per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as escrow agent for ▇▇▇▇▇▇▇ Capital, Inc.The Company will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to certain discounts as described in the Prospectus, and further subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agentfor ▇▇▇▇▇▇▇ Capital, Inc.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit with the Escrow Agent, or after the Minimum Offering has been achieved, to the Fund Company or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Keating Capital Inc)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a an Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. Except as otherwise permitted Accounts opened or maintained pursuant to the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement with the Fund or permitted in the Prospectus, there Dealer Manager relating to networking. There shall be a minimum initial purchase by any one purchaser of $5,000 2,500 (except as otherwise indicated in Offered Sharesthe Memorandum, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made Shares issued pursuant to the Fund’s DRPdistribution reinvestment plan (the “DRIP”), as described in the Prospectus, and as otherwise permitted by Memorandum. Any minimum purchase amount may be waived in the sole discretion of the Fund. Investors Persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVComputershare Trust Company, N.A., as EA for Eagle Point Trinity Senior Secured Lending Company.” Each investor 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 Participating Broker-Dealer receiving a an Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund or its designated escrow agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund or its designated escrow agent. Selected Participating Broker-Dealer understands that the Fund reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Fund or its designated escrow agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Ept 16 LLC)

Submission of Orders. (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Paragon Commercial Bank, N.A., as agent for Chanticleer Dividend Fund—ADV., Inc.After meeting the $1,500,000 minimum offering requirement (the “Minimum Offering”), the Company will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Paragon Commercial Bank, N.A., as escrow agent for Chanticleer Dividend Fund, Inc.” (the “Escrow Agent”), and the Fund. b) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit with the Escrow Agent, or after the Minimum Offering has been achieved, to the Fund Company or its designated agent. . (c) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Chanticleer Dividend Fund, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering Units will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount"Wells Fargo Bank Iowa, rather than a number of Offered Shares andN.A., as a result, may receive fractional Offered Shares. The Processing Brokerescrow agent for Behringer Harvard Mi▇-▇▇▇m Value Enhancement Fund I LP." Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares Units subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficePartnership or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Units, other documentation reasonably deemed by the Partnership or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Partnership or the Dealer Manager. Such documentation may include, without limitation, subscriber written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Partnership or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.T.The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share, subject to adjustment for any discounts described or otherwise provided in the “Plan of Distribution” section of the Prospectus. In no event shall the aggregate Selling Commissions, Dealer Manager Fees and Distribution Fees exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow AgreementT.), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - T)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for substantially in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there . The Dealer Manager shall be a minimum initial purchase by ensure that any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Offered Shares shall be $500 per transaction, except for purchases made pursuant to in accordance with the Fund’s DRP, offering terms and conditions as described set forth in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADV[•].” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “[•].” After meeting the Minimum Offering described throughout the Prospectus, 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 investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions instructions, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVfollowing procedures.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Owl Rock Core Income Corp.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one of along with a completed application, using the methods described in this Section IIform provided by the Company. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.The Selected Dealer hereby agrees Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be bound by made in accordance with the terms of following procedures: Where, pursuant to the Escrow AgreementDealer’s internal supervisory procedures, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements the subscription and Subscription Payments checks for purchase of Shares are initially received by Dealer from subscribers, then, Dealer shall transmit the subscription and check for the purchase of Shares by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, Dealer of the Processing Broker-Dealer will transmit check and subscription to the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements Dealer shall transmit the subscription and Subscription Payments will be transmitted by checks for the Processing Broker-Dealer purchase of Shares to the Final Review Office by noon the end of the next business day following ▇▇▇▇▇▇’s receipt thereof by of the Processing Broker-Dealersubscription and check for the purchase of Shares. The Final Review Office will in turnwill, by noon the end of the next business day following its receipt thereof of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Priority Income Fund, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Private Placement Memorandum (a “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there shall Private Placement Memorandum. Any minimum purchase amount may be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described waived in the Prospectus, and as otherwise permitted by sole discretion of the FundTrust. Investors Persons who purchase Offered Shares by check shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as EA for Oak Street Net Lease Trust.” Each investor 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 Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Shares not meeting the offering terms and conditions of the Private Placement Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. Selected Participating Broker-Dealer understands that the Fund Trust reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Trust or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Oak Street Net Lease Trust)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of FS Global Credit Opportunities Fund—ADVUMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 295, 2016 2015 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), the Dealer Manager and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” The Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as escrow agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation II.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation II.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation II.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29January 23, 2016 2012 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), ) and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment Corp II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 500 shares (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 100 shares per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.“ ▇▇▇▇▇▇ Street Bank & Trust, as escrow agent for ▇▇▇▇▇▇▇ Capital, Inc. ” Each investor 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. specific share amount The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV▇▇▇▇▇▇▇ Capital Escrow Account.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29______, 2016 2009 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Agent and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order subscription for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Keating Capital Inc)

Submission of Orders. Each person desiring to (a) Those persons who place orders for the purchase Offered of Shares in the Offering will be required instructed by the Distributor or a Soliciting Dealer to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Managermake their checks, as the case may be drafts, wires, Automated Clearing House (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire ACH) or money order orders (hereinafter referred to as a collectively, Subscription Instruments of Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant payable to the Fund’s DRPorder of [“[ ], as described in Escrow Agent for The Gabelli Go Anywhere Trust,” or a recognizable contraction or abbreviation thereof,] and the Prospectus, and as otherwise permitted by Distributor or Soliciting Dealer may instruct such persons to remit their Instruments of Payment directly to the FundEscrow Agent. Investors who purchase Offered Shares shall make their checks If the Distributor or a Soliciting Dealer receives an Instrument of Payment made payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in a party other than the Offering must submit subscriptions for a certain dollar amountEscrow Agent, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment or otherwise not conforming to the foregoing instructions set forth in the Escrow Agreement, the Distributor or Soliciting Dealer shall return such Subscription Agreement and Subscription Instrument of Payment directly to such subscriber not later in a timely fashion in accordance with applicable law, and if the Escrow Agent receives an Instrument of Payment made payable to a party other than the end Escrow Agent, or otherwise not conforming to the instructions set forth in the Escrow Agreement, the Distributor may authorize the Escrow Agent to return such Instrument of the second business day following receipt by the Processing Broker-Dealer Payment directly to such subscriber in a timely fashion in accordance with applicable law. Instruments of such materials. Subscription Agreements and Subscription Payments Payment received by the Processing Broker-Dealer Distributor which conform to the foregoing instructions set forth in the Escrow Agreement shall be transmitted for deposit pursuant to one of the methods described in this Section II3. If the Selected Dealer is a The Distributor may authorize certain Soliciting Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription their Instruments of Payment for Offered Shares subscribed for payable directly to the Selected Soliciting Dealer. In such case, in which case the Selected Soliciting Dealer will collect the proceeds of the subscriber’s Subscription subscribers’ Instruments of Payment and make payment issue an Instrument of Payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow AgreementAgent. Instruments of Payment of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures. (b) Where, dated March 29pursuant to a Soliciting Dealer’s internal supervisory procedures, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments Instruments of Payment are received from subscribers, then, Instruments of Payment will be transmitted by noon Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Soliciting Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Escrow Agent. (c) Where, pursuant to a Soliciting Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than location, Instruments of Payment will be transmitted by 5:00 pm Eastern Time of the location at which Subscription Agreements and Subscription Payments are received from subscribers next business day following receipt by the Soliciting Dealer to the office of the Soliciting Dealer conducting such final internal supervisory review (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the . The Final Review Office will in turn transmit by noon Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof at a different location by the Final Review Office, transmit Office such Subscription Agreements and Subscription Payments for deposit Instruments of Payment to the Escrow Agent. (d) Instruments of Payment shall be mailed or delivered to the Escrow Agent as follows: (e) If requested by the Fund, the Distributor shall obtain, and shall cause the Soliciting Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Fund to be required under applicable law or its designated agentas may be necessary to reflect the policies of the Fund. Selected Dealer understands that Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Fund. Subscriptions will be effective only upon the Fund’s acceptance, and the Fund reserves the unconditional right to reject any order for any reason subscription in whole or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharesin part.

Appears in 1 contract

Sources: Distribution Agreement (Gabelli Go Anywhere Trust)

Submission of Orders. The submission of orders for the purchase of Primary Shares shall proceed as follows: (a) Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer Manager or Dealer ManagerParticipating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectusamount of $10.00 per Share, there subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $5,000 4,000 of Primary Shares (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Primary Shares shall be $500 100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted those purchasers who purchase Primary Shares will be instructed by the Fund. Investors who purchase Offered Shares shall Processing Broker-Dealer to make their checks payable to “FS Global Credit Opportunities Fund—ADV▇▇▇▇▇ Fargo Bank, N.A., as agent for NorthStar Senior Care Trust, Inc.” or “▇▇▇▇▇ Fargo Bank, N.A., as agent for NS Senior Care.” Each investor desiring Thereafter, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amountmake their checks payable to “NorthStar Senior Care Trust, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. Inc.” or “NS Senior Care.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (i) where, pursuant to the Selected Dealer, in which case the Selected Dealer will collect the proceeds internal supervisory procedures of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. If to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Company. (c) 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 instrument of payment for such account directly to the Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (NorthStar Senior Care Trust, Inc.)

Submission of Orders. Each person desiring to 12.1 Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.Each investor 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 Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following its receipt. Checks received by the Dealer Manager or any Dealer which conform to this instruction shall be transmitted by overnight mail to the Company for deposit along with a completed application, using the form provided by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the location at which the subscription and check for the purchase of Shares were initially received by Dealer from the subscriber, Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt of the check and subscription to the Company for deposit directly with the Company. Where, pursuant to Dealer’s internal supervisory procedures, ▇▇▇▇▇▇’s final internal supervisory review is conducted at a different location (the “Final Review Office”), Dealer shall transmit the subscription and check for the purchase of Shares to the Final Review Office by the Processing Broker-Dealer end of such materialsthe next business day following Dealer’s receipt of the subscription and check for the purchase of Shares. Subscription Agreements and Subscription Payments received The Final Review Office will, by the Processing Broker-Dealer which conform end of the next business day following its receipt of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the foregoing instructions shall be transmitted Company for deposit pursuant to one of directly with the methods described in this Section IICompany. If the Selected The Dealer is a Manager may authorize certain Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Priority Income Fund—ADV, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers.” The Selected Dealer hereby agrees to be bound 12.2 If requested by the terms of the Escrow AgreementCompany, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”)Manager shall obtain, and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Priority Income Fund, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.Behringer Harvard REIT I, Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check made payable to “Behringer Harvard REIT I, Inc.” for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Dealer Manager by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Behringer Harvard Reit I 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.VII Peaks Co-Optivist Income BDC II, Inc.The Company will sell the Offered Shares on a continuous basis at a price of $10.15 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV13.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 FundCompany’s transfer agent or other designated agent. The Processing Broker-Dealer shall furnish to the Company’s transfer agent or other designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Submission of Orders. Each The Managing Dealer will require in its agreements with each Broker that each Broker comply with the submission of orders procedures set forth in the form of Selected Intermediary Agreement attached as Exhibit A to this Agreement. To the extent the Managing Dealer is involved in the distribution process other than through a Broker, the Managing Dealer will comply with such submission ​ of orders procedures, and will require each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement substantially in the form filed as an appendix to the Prospectus (a “Subscription Agreement Agreement”) in the form provided by the Fund to the Managing Dealer for use in connection with the Offering and to deliver to the Selected Managing Dealer or as otherwise directed by the Managing Dealer Managersuch completed and executed 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. To the extent the Managing Dealer is involved in the distribution process other than through a Broker, Subscription Agreements and instruments of payment will be transmitted by the Managing Dealer to 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 (“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 Managing Dealer. If the Managing Dealer, or the Broker, as the case may be (Managing Dealer shall require in the “Processing Broker-Dealer”), such completed Subscription Selected Intermediary Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions set forth in the form of Selected Intermediary Agreement, the Managing Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second next business day following receipt its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers. Unless otherwise agreed by the Processing Broker-Dealer of such materials. Subscription Agreements parties hereto, the Adviser or the Fund’s administrator and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow transfer agent (the “Escrow AgentTA/Administrator”), shall be responsible for reviewing each Subscription Agreement, if required, to confirm that it has been completed in accordance with the instructions thereto; provided, however, that the Adviser, the TA/Administrator, the Managing Dealer and the Fund may rely on the information provided by Brokers concerning their customers. The Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit Adviser and/or the Subscription Agreements and Subscription Payments for deposit TA/Administrator, in its or their sole discretion, may return to the Fund Managing Dealer any Subscription Agreement, if required, that is not completed to its or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements their satisfaction, and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right shall be under no obligation to reject accept any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesAgreement.

Appears in 1 contract

Sources: Managing Dealer Agreement (Monroe Capital Enhanced Corporate Lending Fund)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one of along with a completed application, using the methods described in this Section IIform provided by the Company. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.The Selected Dealer hereby agrees Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be bound by made in accordance with the terms of following procedures: Where, pursuant to the Escrow AgreementDealer’s internal supervisory procedures, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements the subscription and Subscription Payments checks for purchase of Shares are initially received by Dealer from subscribers, then, Dealer shall transmit the subscription and check for the purchase of Shares will be transmitted by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, Dealer of the Processing Broker-Dealer will transmit check and subscription to the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements Dealer shall transmit the subscription and Subscription Payments will be transmitted by checks for the Processing Broker-Dealer purchase of Shares and subscription to the Final Review Office by noon the end of the next business day following Dealer’s receipt thereof by of the Processing Broker-Dealersubscription and check for the purchase of Shares. The Final Review Office will in turnwill, by noon the end of the next business day following its receipt thereof of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Priority Income Fund, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Paragon Commercial Bank, N.A., as agent for Chanticleer Dividend Fund—ADV., Inc.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Paragon Commercial Bank, N.A., as agent for Chanticleer Dividend Fund—ADV., Inc.The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29______________, 2016 2010 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Agent and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Chanticleer Dividend Fund, Inc.)

Submission of Orders. Each person desiring Those persons who purchase Class A Common Shares pursuant to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 Sharesescrow account established by the Issuer and Dealer Manager. The Processing Broker-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Class A Common Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor Issuers will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeIssuer or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Class A Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Issuer or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Agreement (New School Properties, 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 Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.T.The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share, subject to adjustment for any discounts described or otherwise provided in the “Plan of Distribution” section of the Prospectus. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Selling Commissions, Dealer Manager Fees, Distribution Fees, Contingent Deferred Sales Charges and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow AgreementT.), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - T)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” Each investor person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares. After meeting the $2,500,000 minimum offering requirement (the “Minimum Offering”), the Company will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agentfor FS Investment Corporation.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment to the Company’s transfer agent, DST Systems Inc. (the “Transfer Agent”), for deposit to with the Fund or its designated agent. Escrow Agent. 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment to the Company’s Transfer Agent for deposit to with the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at allEscrow 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 to the Fund’s transfer agentTransfer Agent for deposit with the Escrow Agent. The Processing Broker-Dealer shall furnish to the Transfer Agent with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment CORP)

Submission of Orders. Each person desiring to 12.1 Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV"▇▇▇▇▇▇▇ Commercial Properties REIT.” Each investor 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 Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. If Transmittal of received investor funds will be made in accordance with the Selected following procedures. The Dealer is a “Manager may authorize certain Dealers which are "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer dealers" to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers' checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. agent. 12.2 If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-subscription documents and the check. 12.3 If a Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its 's internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. 12.4 Any check received by the Final Review OfficeDealer Manager directly or as processing broker-dealer from the Dealers will, transmit such Subscription Agreements and Subscription Payments for deposit in all cases, be forwarded to the Fund or its designated agentescrow agent as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager of the subscription documents and check. Selected Dealer understands that Checks of rejected subscribers will be promptly returned to such subscribers. 12.5 If requested by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountCompany, the Processing Broker-Dealer Manager shall obtain, and shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Hartman Commercial Properties Reit)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV▇▇▇▇▇ Fargo Bank, ▇▇▇▇▇▇▇ Commercial Properties REIT.” Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Hartman Commercial Properties Reit)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global ▇▇▇▇▇ Fargo Bank, N.A., Escrow Agent for ▇▇▇▇ Credit Opportunities Fund—ADV.Property Trust, Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Cole Credit 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” After meeting the $2,500,000 minimum offering requirement (the “Minimum Offering”), the Company will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agentfor FS Investment Corporation.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit with the Escrow Agent, or after the Minimum Offering has been achieved, to the Fund Company or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment CORP)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, So long as the case ownership of the Auction Rate Securities is maintained in book-entry form, an Existing Holder may be sell, transfer or otherwise dispose of Auction Rate Securities only pursuant to a Bid or Sell Order (the “Processing as hereinafter defined) placed in an Auction or through a Broker-Dealer”), provided that, in the case of all transfers other than pursuant to Auctions, such completed Subscription AgreementExisting Holder, together its Broker-Dealer or its Participant advises the Auction Agent of such transfer. Prior to a Conversion Date and except with respect to the Rate Determination Date immediately preceding an Auction Period Conversion Date, Auctions will be conducted on each Rate Determination Date, if there is an Auction Agent on such Rate Determination Date, in the following manner. Prior to the Submission Deadline (defined as 1:00 P.M., eastern time, on any Rate Determination Date or such other time on any Rate Determination Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time) on each Rate Determination Date: (i) each Existing Holder of Auction Rate Securities may submit to a checkBroker-Dealer by telephone or otherwise information as to: (i) the principal amount of outstanding Auction Rate Securities, draftif any, wire held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period (a "Hold Order"); (ii) the principal amount of outstanding Auction Rate Securities, if any, which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period will be less than the rate per annum specified by such Existing Holder (a "Bid"); and/or (iii) the principal amount of outstanding Auction Rate Securities, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the Auction Rate for the next succeeding Auction Period (a "Sell Order"); and (ii) one or money order more Broker-Dealers may contact Potential Holders to determine the principal amount of Auction Rate Securities which each such Potential Holder offers to purchase, if the Auction Rate for the next succeeding Interest Period will not be less than the rate per annum specified by such Potential Holder (hereinafter also a "Bid"). Each Hold Order, Bid and Sell Order will be an "Order." Each Existing Holder and each Potential Holder placing an Order is referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant "Bidder." Subject to the Fund’s DRPprovisions described below under "Validity of Orders," a Bid by an Existing Holder will constitute an irrevocable offer to sell: (i) the principal amount of outstanding Auction Rate Securities specified in such Bid if the Auction Rate will be less than the rate specified in such Bid, (ii) such principal amount or a lesser principal amount of outstanding Auction Rate Securities to be determined as described below in "Acceptance and Rejection of Orders," if the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming Auction Rate will be equal to the foregoing instructions shall return rate specified in such Subscription Agreement Bid or (iii) such principal amount or a lesser principal amount of outstanding Auction Rate Securities to be determined as described below under "Acceptance and Subscription Payment directly to such subscriber not later Rejection of Orders," if the rate specified therein will be higher than the end of the second business day following receipt by the Processing Broker-Dealer of such materialsMaximum Auction Rate and Sufficient Clearing Bids (as defined below) have not been made. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform Subject to the foregoing instructions shall be transmitted for deposit pursuant provisions described below under "Validity of Orders," a Sell Order by an Existing Holder will constitute an irrevocable offer to one sell: (i) the principal amount of the methods outstanding Auction Rate Securities specified in such Sell Order or (ii) such principal amount or a lesser principal amount of outstanding Auction Rate Securities as described in this Section IIbelow under "Acceptance and Rejection of Orders," if Sufficient Clearing Bids have not been made. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly Subject to the Selected Dealer, in which case provisions described below under "Validity of Orders," a Bid by a Potential Holder will constitute an irrevocable offer to purchase: (i) the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate principal amount of outstanding Auction Rate Securities specified in such Bid if the subscription proceeds made payable Auction Rate will be higher than the rate specified in such Bid or (ii) such principal amount or a lesser principal amount of outstanding Auction Rate Securities as described below in "Acceptance and Rejection of Orders," if the Auction Rate is equal to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fundrate specified in such Bid. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Each Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit submit in writing (or other electronic means acceptable to the Fund or its designated agent. If parties) to the Processing Auction Agent prior to the Submission Deadline on each Rate Determination Date all Orders obtained by such Broker-Dealer conducts its internal supervisory review at and will specify with respect to each such Order: (i) the name of the Bidder placing such Order; (ii) the aggregate principal amount of Auction Rate Securities that are the subject of such Order; (iii) to the extent that such Bidder is an Existing Holder: (a) the principal amount of Auction Rate Securities, if any, subject to any Hold Order placed by such Existing Holder; (b) the principal amount of Auction Rate Securities, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and (c) the principal amount of Auction Rate Securities, if any, subject to any Sell Order placed by such Existing Holder; and (iv) to the extent such Bidder is a different location Potential Holder, the rate specified in such Potential Holder's Bid. If any rate specified in any Bid contains more than three figures to the location at which Subscription Agreements right of the decimal point, the Auction Agent will round such rate up to the next highest one-thousandth (.001) of one percent. If an Order or Orders covering all outstanding Auction Rate Securities held by any Existing Holder are not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent will deem a Hold Order to have been submitted on behalf of such Existing Holder covering the principal amount of outstanding Auction Rate Securities held by such Existing Holder and Subscription Payments are received from subscribers (not subject to an Order submitted to the “Final Review Office”)Auction Agent. None of the Depositor, Subscription Agreements and Subscription Payments the Issuing Entity, the Indenture Trustee or the Auction Agent will be transmitted by the Processing responsible for any failure of a Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit submit an Order to the Fund Auction Agent on behalf of any Existing Holder or its designated agentPotential Holder. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoingAn Existing Holder may submit multiple Orders, of different types and specifying different rates, in an Auction with respect to any Offered Shares Auction Rate Securities then held by such Existing Holder. An Existing Holder that offers to purchase additional Auction Rate Securities is, for purposes of such offer, treated as a Potential Holder. Any Bid specifying a rate higher than 18.00% per annum will (i) be purchased treated as a Sell Order if submitted by an Existing Holder and (ii) not be accepted if submitted 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesPotential Holder.

Appears in 1 contract

Sources: Indenture (Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Company raising gross offering proceeds of $2,500,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall be directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and as otherwise permitted by Power Fund II.” Subsequent to the Fund. Investors Company raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVEnergy and Power Fund II.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVEnergy and Power Fund II.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29July 31, 2016 2014 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), ) and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Energy & Power Fund II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, Until such time as the case may be Company has received and accepted subscriptions for at least $1,000,000 of Units (the “Processing Broker-DealerMinimum Offering) and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), such each prospective investor shall deliver a completed and signed copy of the Subscription Agreement, Agreement together with a checkcheck payable to the order of “California Bank & Trust – Escrow Holder for Redwood Mortgage Investors IX, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for LLC.” Following the purchase price receipt and acceptance by the Company of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the ProspectusMinimum Offering, there a purchaser’s check shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVRedwood Mortgage Investors IX, LLC” and remitted directly to Redwood Mortgage Investors IX, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29▇▇▇▇▇ ▇▇▇, 2016 (the “Escrow Agreement”)▇▇▇▇▇▇▇ ▇▇▇▇, by and among the Dealer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Manager, UMB Bank, N.A., as escrow agent (together with the “Escrow Agent”), Subscription Agreement and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, other above referenced documents by noon of the next business day following after your receipt. You shall ascertain that each Subscription Agreement and check submitted by a prospective purchaser of Units has been fully completed and properly executed by such prospective purchaser. The Managers, no later than thirty (30) days after such receipt thereof by of such Subscription Agreement, shall determine whether they wish to accept the Processing Broker-Dealerproposed purchaser as a member in the Company. It is understood that the Managers reserve the right to reject the tender of any Subscription Agreement for any reason whatsoever. Should the Managers determine to accept the tender of a Subscription Agreement, the Processing Broker-Dealer Managers will transmit promptly advise you of such action. Should the Managers determine to reject such tender, they will notify you of such determination within this thirty (30) day period and will return to you the tendered Subscription Agreements and Subscription Payments for deposit Agreement. The escrow agent or the Managers will return to you a check made payable to the Fund or its designated agentproposed purchaser in the same amount as the proposed purchaser’s initial check. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which You agree to return this Subscription Agreements Agreement and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer check to the Final Review Office prospective purchaser by noon of the next business day following receipt thereof by the Processing Broker-Dealerday. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit You shall not be entitled to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, commissions 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharessubscription offers which are rejected.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Redwood Mortgage Investors IX)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate Distribution Fees exceed 2.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there There shall be a minimum initial purchase by any one purchaser of $5,000 (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the FundCorporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Corporation. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for Owl Rock Capital Corporation II.” Each investor desiring Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amountshall make their Subscription Payments payable to “UMB Bank, rather than a number of Offered Shares andN.A., as a result, may receive fractional Offered Shares. agent for Owl Rock Capital Corporation II.” The Processing Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. If the Selected Participating Broker-Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct instructs its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Participating Broker-Dealer, in which case the Selected Participating Broker-Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.Owl Rock Capital Corporation II,The Selected Participating Broker-Dealer represents that it is a “$250,000” broker dealer pursuant to SEC Rule 15c3-1(a)(2)(i). Participating Broker-Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29October 13, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), the Dealer Manager and the Fund. Corporation. (a) If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Participating Broker-Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the FundCorporation’s transfer agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Owl Rock Capital Corp II)

Submission of Orders. Each person desiring to 12.1 Until such time as the Company has received and accepted subscriptions for at least 250,000 shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.Trinity Trust Company, as escrow agent for ▇▇▇▇▇▇ Capital REIT, Inc.Each investor desiring to purchase Offered Shares Thereafter, in the Offering must submit subscriptions for a certain dollar amountdiscretion of the Dealer Manager upon notice to the Dealer, rather than a number of Offered those persons who purchase Shares andwill be instructed by the Dealer to make their checks payable to “▇▇▇▇▇▇ Capital REIT, as a result, may receive fractional Offered Shares. Inc.” The Processing Broker-Dealer Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-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 II12. If Transmittal of received investor funds will be made in accordance with the Selected following procedures. The Dealer is a Manager may authorize certain Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound the order of the escrow agent, or if instructed by the terms Dealer Manager as provided above, made payable to the order of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. Company. 12.2 If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, thenthe Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt thereof by of the Processing Broker-subscription documents and the check. 12.3 If a Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its ’s internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. 12.4 Any check received by the Final Review OfficeDealer Manager directly or as processing broker-dealer from the Dealers will, transmit in all cases, be forwarded as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and Subscription Payments for deposit to subscribers. 12.5 If requested by the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountCompany, the Processing Broker-Dealer Manager shall obtain, and shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Lanier Capital REIT, 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities FundCity National BankADV.Triton Pacific Investment Corporation, Inc.After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at a price of $15.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “City National Bank—Triton Pacific Investment Corporation, Inc.” The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV13.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund 13.2. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Broker- Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. 13.3. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentCompany. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order for such Offered Sharesany reason.

Appears in 1 contract

Sources: Participating Dealer Agreement

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for "Wells Fargo Bank Iowa, Behringer Harvard REIT I, Inc." Any Dealer rece▇▇▇▇▇ a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscriber written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Private Placement Memorandum (a “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there shall Private Placement Memorandum. Any minimum purchase amount may be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described waived in the Prospectus, and as otherwise permitted by sole discretion of the FundTrust. Investors Persons who purchase Offered Shares by check shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as EA for Blue Owl Digital Infrastructure Trust.” Each investor 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 Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Shares not meeting the offering terms and conditions of the Private Placement Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. Selected Participating Broker-Dealer understands that the Fund Trust reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Trust or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Blue Owl Digital Infrastructure Trust)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as escrow agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation II.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation II.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation II.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2012 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), ) and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment Corp II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 1,000 in Offered Shares per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as escrow agent for ▇▇▇▇▇▇▇ Capital, Inc.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of FS Global Credit Opportunities Fund—ADV.UMB Bank, N.A., as escrow agent for ▇▇▇▇▇▇▇ Capital, Inc.The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29May 27, 2016 2009 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Agent and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order subscription, in whole or in part, for any reason or no reason at allreason. 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 Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Keating Capital Inc)

Submission of Orders. (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer Manager or Dealer ManagerParticipating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, check in U.S. dollars or by wire or money order transfer of immediately available funds (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for initially in the amount of $10.00 per Class A Share, $9.576 per Class C Share and $9.186 per Class I Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus; provided that if the Company adjusts the price per Primary Shares and the price per DRIP Share, as described in the initial paragraph of this Agreement, the purchase price of the each class of Offered SharesShares will be adjusted accordingly. Except as otherwise permitted by the Fund or permitted in the Prospectus, there There shall be a minimum initial purchase by any one purchaser of $5,000 2,000 of Offered Shares (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the FundCompany’s DRPdistribution reinvestment plan. Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), as described in the Prospectus, and as otherwise permitted by the Fund. Investors those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares andUMB Bank N.A., as a result, may receive fractional Offered Shares. escrow agent for Greenbacker Renewable Energy Company LLC.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end ten business days of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (i) where, pursuant to the Selected Dealer, in which case the Selected Dealer will collect the proceeds internal supervisory procedures of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. If to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon end of business of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon end of business of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Company. (c) 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 instrument of payment for such account directly to the Fund’s transfer Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent with each delivery of Subscription Payments instruments of payment a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order for such Offered Sharesany reason.

Appears in 1 contract

Sources: Dealer Manager Agreement (Greenbacker Renewable Energy Co LLC)

Submission of Orders. Each person desiring to 12.1 Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount"▇▇▇▇▇ Fargo Bank Iowa, rather than a number of Offered Shares andN.A., as a resultescrow agent for Behringer Harvard REIT I, may receive fractional Offered Shares. Inc." The Processing Broker-Dealer Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. If Transmittal of received investor funds will be made in accordance with the Selected following procedures. The Dealer is a “Manager may authorize certain Dealers which are "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer dealers" to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers' checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. agent. 12.2 If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-subscription documents and the check. 12.3 If a Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its 's internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. 12.4 Any check received by the Final Review OfficeDealer Manager directly or as processing broker-dealer from the Dealers will, transmit such Subscription Agreements and Subscription Payments for deposit in all cases, be forwarded to the Fund or its designated agentescrow agent as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager of the subscription documents and check. Selected Dealer understands that Checks of rejected subscribers will be promptly returned to such subscribers. 12.5 If requested by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountCompany, the Processing Broker-Dealer Manager shall obtain, and shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc)

Submission of Orders. 6.1 Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a Subscription Agreement subscription 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 “Subscription Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed and executed Subscription Agreement, Agreement together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of such person’s purchase, which must be at least the minimum purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted amount set forth in the Prospectus. 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, there shall those persons who purchase Primary Shares will be a instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “UMB Bank, as Escrow Agent for RREEF America Property Income 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 America Property Income Trust, Inc.”; provided, however, that investors residing in jurisdictions requiring higher minimum initial purchase by any one purchaser offering amounts will continue to be instructed to make their instruments of $5,000 in Offered Shares. Minimum subsequent purchases payment payable to or for the benefit of Offered Shares shall be $500 per transaction“UMB Bank, except as Escrow Agent for purchases made pursuant to RREEF America Property Income Trust, Inc.” until the Fund’s DRPCompany has received subscriptions for the applicable minimum offering amount, as described in the Prospectus, and as otherwise permitted . Purchase orders received by the FundCompany 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 in accordance with the procedures described in the Prospectus. Investors who purchase Offered Purchase orders 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 in accordance with the procedures described in the Prospectus. No sale of Primary Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVbe completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus.” Each investor desiring to purchase Offered Shares in 6.2 If 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 Participating Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, the Participating Broker-Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments instruments of payment received by the Processing 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (a) where, pursuant to the Selected internal supervisory procedures of the Participating Broker-Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been received, to the Company or its designated agent. If to such other account or agent as directed by the Processing Company; and (b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund 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 or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Company. 6.3 Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment instrument of payment for such account directly to the Fund’s transfer agentEscrow 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 Processing Participating Broker-Dealer shall furnish to the Escrow Agent or Company, as applicable, with each delivery of Subscription Payments Agreements and instruments of payment a list of the related subscribers purchasers showing for each subscriber his, her or its the name, address, social security number or date of birth, tax identification number, as applicable, state of residence, residence and dollar amount of Offered Primary Shares subscribed for and the amount of money paid for such Offered Sharespurchased.

Appears in 1 contract

Sources: Dealer Manager Agreement (RREEF America Property Income Trust, Inc.)

Submission of Orders. Each person desiring 12.1 Until such time as the Company has received and accepted subscriptions for at least 200,000 shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from New York and Pennsylvania), those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to purchase Offered Shares make their checks payable as provided in the Offering Escrow Agreement. Thereafter, those persons who purchase Shares will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.Behringer Harvard REIT II, Inc.Each investor 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 Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. If Transmittal of received investor funds will be made in accordance with the Selected following procedures. The Dealer is a Manager may authorize certain Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound the order of the escrow agent, or if instructed by the terms of the Escrow AgreementDealer Manager as provided above, dated March 29made payable to “Behringer Harvard REIT II, 2016 (the “Escrow AgreementInc.), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 12.2 If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, thenthe Dealer shall forward (a) the subscription documents to Behringer Harvard Investment Services, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (“Investment Services”) and (b) the checks to the escrow agent or Investment Services, as applicable, by noon the end of the next business day following receipt thereof by of the Processing Broker-subscription documents and the check. 12.3 If a Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its ’s internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. 12.4 Any check received by Investment Services directly from the Dealers will, in all cases, be forwarded to the escrow agent as soon as practicable, but in any event by the Final Review Office, transmit end of the second business day following receipt by Investment Services of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and Subscription Payments for deposit to subscribers. 12.5 If requested by the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial accountCompany, the Processing Broker-Dealer Manager shall obtain, and shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Behringer Harvard REIT II, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares Until the Required Capital (as defined in the Offering Escrow Agreement) has been obtained and released from escrow, those persons who purchase Shares will be required instructed by the Dealer Manager or the Dealer to complete and execute a Subscription Agreement for the Offering and make their checks payable to deliver to the Selected Dealer or Dealer ManagerUMB Bank, as the case may be N.A., (the “Processing Broker-DealerEscrow Agent”), such completed Subscription as provided in the Escrow Agreement. Thereafter, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the those persons who purchase price of the Offered Shares. Except as otherwise permitted Shares will be instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Priority Senior Secured Income Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow Agreementescrow agent, dated March 29or if the Required Capital has been obtained and released from escrow, 2016 (made payable to “Priority Senior Secured Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the “Escrow Agreement”)following procedures: Where, by and among pursuant to the Dealer ManagerDealer’s internal supervisory procedures, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments checks are received from subscribers, then, checks will be transmitted by noon Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer, Dealer to the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location than location, checks will be transmitted by noon Eastern Time of the location at which Subscription Agreements and Subscription Payments are received from subscribers next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the . The Final Review Office will in turn transmit by noon 5:00 pm Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof at a different location by the Final Review Office, transmit Office such Subscription Agreements and Subscription Payments checks to the Company for deposit directly with the Company. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Priority Senior Secured Income Fund, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Oxford Park Income Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one of along with a completed application, using the methods described in this Section IIform provided by the Company. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Oxford Park Income Fund—ADV., Inc.The Selected Dealer hereby agrees Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be bound by made in accordance with the terms of following procedures: Where, pursuant to the Escrow AgreementDealer’s internal supervisory procedures, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements the subscription and Subscription Payments checks for purchase of Shares are initially received by Dealer from subscribers, then, Dealer shall transmit the subscription and check for the purchase of Shares will be transmitted by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, Dealer of the Processing Broker-Dealer will transmit check and subscription to the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements Dealer shall transmit the subscription and Subscription Payments will be transmitted by checks for the Processing Broker-Dealer purchase of Shares and subscription to the Final Review Office by noon the end of the next business day following ▇▇▇▇▇▇’s receipt thereof by of the Processing Broker-Dealersubscription and check for the purchase of Shares. The Final Review Office will in turnwill, by noon the end of the next business day following its receipt thereof of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Oxford Park Income Fund, Inc.)

Submission of Orders. Each person desiring to purchase Offered Primary Shares in the an Offering will be required to complete and execute a Subscription Agreement subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed and executed Subscription Agreement, Agreement together with a check, draft, draft or wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of such person’s purchase, which must be at least the minimum purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted amount set forth in the Prospectus. Persons purchasing Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “▇▇▇▇▇ ▇▇▇▇ LaSalle Income Property Trust, there Inc.” Participating Broker-Dealer acknowledges and agrees that it shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant only submit to the FundCompany 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 NAV per share for the class of shares being purchased calculated as of that day and as posted on the Company’s DRPwebsite, as plus any applicable selling commissions described in the Prospectus, . Subscriptions processed and as otherwise permitted accepted by the FundCompany 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 for the class of shares being purchased calculated as of the following business day, plus any applicable selling commissions described in the Prospectus. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring A purchaser will be contractually obligated to purchase Offered Primary Shares in the Offering must submit subscriptions for a certain aggregate dollar amount, rather than a number amount of Offered Shares and, the purchaser’s subscription as a result, may receive fractional Offered Sharesof the close of business on the date the subscription is accepted by the Company. The Processing If Participating Broker-Dealer receiving receives a Subscription Agreement and Subscription Payment or instrument of payment not conforming to the foregoing instructions instructions, Participating Broker-Dealer shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber purchaser not later than the end of the second business day following receipt by the Processing Participating Broker-Dealer of such materialsDealer. Subscription Agreements and Subscription Payments instruments of payment received by the Processing 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer following methods: (a) where, pursuant to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Company or its designated agent. If to such other account or agent as directed by the Processing Company; and (b) where, pursuant to Participating Broker-Dealer conducts its Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), then Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Company or its designated agentto such other account or agent as directed by the Company. Selected Participating Broker-Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Primary Shares to be purchased by a custodial account, the Processing Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment an instrument of payment for such account directly to the Fund’s transfer agentCompany. The Processing Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments Agreements and instruments of payment a list of the related subscribers purchasers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, residence and dollar amount of Offered Primary Shares subscribed for and the amount of money paid for such Offered Sharesto be purchased.

Appears in 1 contract

Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer Broker such completed and executed Subscription Agreement, which Broker shall transmit to the Transfer Agent together with a check or Dealer Managerwire transfer (“instrument of payment”) in the amount of such person’s purchase, as which must be at least the case minimum purchase amount set forth in the Prospectus. If applicable, those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “AMG Comvest Senior Lending Fund.” 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 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 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 subscriber’s broker, and payment of the full purchase price of our Common Shares being subscribed at least five business days prior to the first day of the month (unless waived by the Managing Dealer). 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 “Processing Broker-DealerPlan”), such completed Subscription Agreementand applicable law, together with rules and regulations. The parties acknowledge and agree that a check, draft, wire 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 money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted specified by the Fund or permitted in writing. If the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 receiving Broker receives a Subscription Agreement and Subscription Payment [or instrument of payment] not conforming to the foregoing instructions instructions, the Broker shall return such Subscription Agreement [and Subscription Payment instrument of payment] directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments instruments of payment received by the Processing Broker-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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case Transfer Agent within the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVtime frames specific above.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Shares.

Appears in 1 contract

Sources: Managing Dealer Agreement (AMG Comvest Senior Lending Fund)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Company raising gross offering proceeds of $2,500,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall be directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and as otherwise permitted by Power Fund II.” Subsequent to the Fund. Investors Company raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVEnergy and Power Fund II.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVEnergy and Power Fund II.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2014 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), ) and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Energy & Power Fund II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” The Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be bound by the terms of the Amended and Restated Escrow Agreement, dated March 29September 9, 2016 2015 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), the Dealer Manager and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities FundCity National BankADV.Triton Pacific Investment Corporation, Inc.After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at a price of $15.00 per Offered Share, subject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each investor 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. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “City National Bank—Triton Pacific Investment Corporation, Inc.” Triton Pacific Investment Corporation, Inc. Dealer Manager Agreement The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second five business day days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV13.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund 13.2. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. 13.3. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer agentCompany. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order for such Offered Sharesany reason.

Appears in 1 contract

Sources: Dealer Manager Agreement (Triton Pacific Investment Corporation, 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 Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc. as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” and (2) subsequent to the Corporation raising the Minimum Offering, to Escrow AgentUMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees, Contingent Deferred Sales Charges and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Selected Dealer is a Dealers that are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Each person desiring Those persons who purchase Common Shares pursuant to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor 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 Sharesescrow account established by the Issuer and Dealer Manager. The Processing Broker-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Common Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor Issuers will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeIssuer or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Issuer or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Agreement (Medical Hospitality Group, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount"▇▇▇▇▇ Fargo Bank Iowa, rather than a number of Offered Shares andN.A., as a resultescrow agent for Behringer Harvard REIT I, may receive fractional Offered Shares. The Processing Broker-Inc." Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc)

Submission of Orders. Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer Manager or Dealer ManagerParticipating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of $10.00 per Share, or such discounted purchase price of per Share that may apply based upon the Offered Shares. Except as otherwise permitted by the Fund or permitted available discounts specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 250 Primary Shares (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Primary Shares shall be $500 per transaction. Until such time as the Company has received and accepted subscriptions for at least 200,000 Offered Shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “FS Global Credit Opportunities Fund—ADV.Regions Bank, as Escrow Agent for M▇▇▇▇ National REIT I, Inc.Each investor desiring to Thereafter, those persons who purchase Offered Shares in will be instructed by the Offering must submit subscriptions for a certain dollar amountProcessing Broker-Dealer to make their checks payable to “M▇▇▇▇ National REIT I, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. Inc.” The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments 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. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly following methods: (a) where, pursuant to the Selected Dealer, in which case the Selected Dealer will collect the proceeds internal supervisory procedures of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and Subscription Payments instruments of payment are received from subscribers, then, by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. If 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 conducts its Dealer, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit instruments of payment to the Fund Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent. Selected Dealer understands that to such other account or agent as directed by the Fund reserves the unconditional right to reject any order for any reason or no reason at allCompany. 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 instrument of payment for such account directly to the Fund’s transfer agentEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments instruments of payment a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (Moody National REIT I, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $1,000,000 (the “Minimum Offering”), and as otherwise permitted by the Fund. Investors persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for First Capital Investment Corporation.” Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “First Capital Investment Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made proceeds. Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as escrow agent for First Capital Investment Corporation.” The Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “First Capital Investment Corporation.” Selected Dealer hereby agrees to be bound by the terms of the amended and restated Escrow Agreement, dated March 29September 9, 2016 2015 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent N.A. (the “Escrow Agent”), the Dealer Manager and the Fund. Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Selected Dealer Agreement (First Capital Investment Corp)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, So long as the case ownership of the Auction Rate Securities is maintained in book-entry form, an Existing Holder may be sell, transfer or otherwise dispose of Auction Rate Securities only pursuant to a Bid or Sell Order (the “Processing as hereinafter defined) placed in an Auction or through a Broker-Dealer”), provided that, in the case of all transfers other than pursuant to Auctions, such completed Subscription AgreementExisting Holder, together its Broker-Dealer or its Participant advises the Auction Agent of such transfer. Prior to a Conversion Date and except with respect to the Rate Determination Date immediately preceding an Auction Period Conversion Date, Auctions will be conducted on each Rate Determination Date, if there is an Auction Agent on such Rate Determination Date, in the following manner. Prior to the Submission Deadline (or such other time on any Rate Determination Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time) on each Rate Determination Date: (i) each Existing Holder of Auction Rate Securities may submit to a checkBroker-Dealer by telephone or otherwise information as to: (i) the principal amount of outstanding Auction Rate Securities, draftif any, wire held by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period (a "Hold Order"); (ii) the principal amount of outstanding Auction Rate Securities, if any, which such Existing Holder offers to sell if the Auction Rate for the next succeeding Auction Period will be less than the rate per annum specified by such Existing Holder (a "Bid"); and/or (iii) the principal amount of outstanding Auction Rate Securities, if any, held by such Existing Holder which such Existing Holder offers to sell without regard to the Auction Rate for the next succeeding Auction Period (a "Sell Order"); and (ii) one or money order more Broker-Dealers may contact Potential Holders to determine the principal amount of Auction Rate Securities which each such Potential Holder offers to purchase, if the Auction Rate for the next succeeding Interest Period will not be less than the rate per annum specified by such Potential Holder (hereinafter also a "Bid"). Each Hold Order, Bid and Sell Order will be an "Order." Each Existing Holder and each Potential Holder placing an Order is referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV"Bidder.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Shares."

Appears in 1 contract

Sources: Indenture (Origen Residential Securities, Inc.)

Submission of Orders. Each person desiring to purchase Offered Primary Shares in the Offering will be required to complete and execute a Subscription Agreement 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 Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed and executed Subscription Agreement, Eligibility Form together with a check, draft, wire or money order (hereinafter referred to as a an Subscription Paymentinstrument of payment”) for in the amount of such person’s purchase, which must be at least the minimum purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted amount set forth in the Prospectus. 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, there shall those persons who purchase Primary Shares will be a minimum initial purchase instructed by any one purchaser Participating Broker-Dealer to make their instruments of $5,000 in Offered Shares. Minimum subsequent purchases payment payable to or for the benefit of Offered Shares shall be $500 per transaction“BNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Partners Property Trust Inc.”, except 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 purchases made pursuant 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. 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 Partners Property Trust Inc.” Purchase orders received and processed by the Company prior to the Fund’s DRPclose of the New York Stock Exchange (generally, as 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share for 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, and as otherwise permitted by or on a day that is not a business day, will be executed at the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in price per share for the Offering must submit subscriptions for a certain dollar amount, rather than a number class of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than shares being purchased calculated at the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by plus, for Class A shares only, applicable selling commissions in accordance with the Processing Broker-Dealer, procedures described in the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesProspectus.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Clarion Partners Property Trust Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global "______________________./ ▇▇▇▇ Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amountProperty Trust II, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Inc." Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon the end of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-DealerDealer of the subscription documents and check. The Final Review Office will in turnwill, by noon the end of the next business day following receipt thereof by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements forward both the subscription documents and Subscription Payments for deposit check to the Fund or its designated agent. Selected Dealer understands Manager as processing broker-dealer in order that the Fund reserves Dealer Manager may complete its review of the unconditional right to reject any order documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for any reason the Shares, other documentation reasonably deemed by the Company or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares Dealer Manager to be purchased by a custodial accountrequired under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement without limitation, subscribers' written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Cole Credit Property Trust II Inc)

Submission of Orders. Each person desiring to 12.1 Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Priority Income Fund—ADV., Inc.Each investor 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 Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following its receipt. Checks received by the Dealer Manager or any Dealer which conform to this instruction shall be transmitted by overnight mail to the Company for deposit along with a completed application, using the form provided by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the location at which the subscription and check for the purchase of Shares were initially received by Dealer from the subscriber, Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt of the check and subscription to the Company for deposit directly with the Company. Where, pursuant to Dealer’s internal supervisory procedures, Dealer’s final internal supervisory review is conducted at a different location (the “Final Review Office”), Dealer shall transmit the subscription and check for the purchase of Shares to the Final Review Office by the Processing Broker-Dealer end of such materialsthe next business day following Dealer’s receipt of the subscription and check for the purchase of Shares. Subscription Agreements and Subscription Payments received The Final Review Office will, by the Processing Broker-Dealer which conform end of the next business day following its receipt of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the foregoing instructions shall be transmitted Company for deposit pursuant to one of directly with the methods described in this Section IICompany. If the Selected The Dealer is a Manager may authorize certain Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Priority Income Fund—ADV, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers.” The Selected Dealer hereby agrees to be bound 12.2 If requested by the terms of the Escrow AgreementCompany, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”)Manager shall obtain, and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Priority Income Fund, Inc.)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there There shall be a minimum initial purchase by any one purchaser of $5,000 (except as otherwise indicated in Offered Sharesthe Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the FundCorporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus, and as otherwise permitted by . Any minimum purchase amount may be waived in the Fundsole discretion of the Corporation. Investors Persons who purchase Offered Shares shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as EA for ORCC II.” Each investor 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 Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Corporation or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Corporation or its designated agent. Selected Participating Broker-Dealer understands that the Fund Corporation reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Corporation or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Owl Rock Capital Corp II)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2008 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Agent and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment to the Company’s transfer agent, DST Systems, Inc. (the “Transfer Agent”) for deposit to with the Fund or its designated agent. Escrow Agent. (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment to the Transfer Agent for deposit to with the Fund or its designated agentEscrow Agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment CORP)

Submission of Orders. 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRPdistribution reinvestment plan, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.VII Peaks Co-Optivist Income BDC II, Inc.The Company will sell the Offered Shares on a continuous basis at a price of $_________ per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV13.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Company’s transfer agent or its other designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 FundCompany’s transfer agent or other designated agent. The Processing Broker-Dealer shall furnish to the Company’s transfer agent or other designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (VII Peaks Co-Optivist Income BDC II, Inc.)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV"Wells Fargo Bank, Hartman Commercial Properties REIT.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for " Any Dealer rece▇▇▇▇▇ a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment check not conforming ▇▇▇▇▇▇▇ing to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Hartman Commercial Properties Reit)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Oxford Park Income Fund—ADV., Inc.Each investor 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-Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks received by the Processing Broker-Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one of along with a completed application, using the methods described in this Section IIform provided by the Company. If The Dealer Manager may authorize the Selected Dealer if the Dealer is a “$250,000 broker-dealer,the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Oxford Park Income Fund—ADV., Inc.The Selected Dealer hereby agrees Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be bound by made in accordance with the terms of following procedures: Where, pursuant to the Escrow AgreementDealer’s internal supervisory procedures, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements the subscription and Subscription Payments checks for purchase of Shares are initially received by Dealer from subscribers, then, Dealer shall transmit the subscription and check for the purchase of Shares by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, Dealer of the Processing Broker-Dealer will transmit check and subscription to the Subscription Agreements and Subscription Payments Company for deposit directly with the Company. Where, pursuant to the Fund or its designated agent. If the Processing Broker-Dealer conducts its Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements Dealer shall transmit the subscription and Subscription Payments will be transmitted by checks for the Processing Broker-Dealer purchase of Shares and subscription to the Final Review Office by noon the end of the next business day following ▇▇▇▇▇▇’s receipt thereof by of the Processing Broker-Dealersubscription and check for the purchase of Shares. The Final Review Office will in turnwill, by noon the end of the next business day following its receipt thereof of the subscription and check for the purchase of Shares, forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Final Review OfficeCompany or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Oxford Park Income Fund, Inc.)

Submission of Orders. Each person desiring to 12.1 Those persons who purchase Offered Shares in the Offering Common Stock will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund Dealer Manager or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Prospect Floating Rate and Alternative Income Fund—ADV., Inc.Each investor 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 Manager and any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions this instruction shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following its receipt. Checks received by the Dealer Manager or any Dealer which conform to this instruction shall be transmitted by overnight mail to the Company for deposit along with a completed application, using the form provided by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the location at which the subscription and check for the purchase of Common Stock were initially received by Dealer from the subscriber, Dealer shall transmit the subscription and check for the purchase of Common Stock by the end of the next business day following receipt of the check and subscription to the Company for deposit directly with the Company. Where, pursuant to Dealer’s internal supervisory procedures, Dealer’s final internal supervisory review is conducted at a different location (the “Final Review Office”), Dealer shall transmit the subscription and check for the purchase of Common Stock to the Final Review Office by the Processing Broker-Dealer end of such materialsthe next business day following Dealer’s receipt of the subscription and check for the purchase of Common Stock. Subscription Agreements and Subscription Payments received The Final Review Office will, by the Processing Broker-Dealer which conform end of the next business day following its receipt of the subscription and check for the purchase of Common Stock, forward both the subscription and check for the purchase of Common Stock to the foregoing instructions shall be transmitted Company for deposit pursuant to one of directly with the methods described in this Section IICompany. If the Selected The Dealer is a Manager may authorize certain Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription Payment their checks for Offered Shares Common Stock subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Prospect Floating Rate and Alternative Income Fund—ADV, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers.” The Selected Dealer hereby agrees to be bound 12.2 If requested by the terms of the Escrow AgreementCompany, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”)Manager shall obtain, and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian Dealers to obtain, from subscribers for the Common Stock, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of such account to deliver a completed Subscription Agreement the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesCompany.

Appears in 1 contract

Sources: Dealer Manager Agreement (Prospect Floating Rate & Alternative Income Fund, 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 Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered SharesShares (a “Subscription Payment”). Except as otherwise permitted by the Fund or permitted indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVT2.” The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share, plus Selling Commissions and the Dealer Manager Fee of up to 3.0% and 1.0%, respectively, of the Fund’s public offering price per Common Share, subject to adjustment for any discounts described or otherwise provided in the “Plan of Distribution” section of the Prospectus. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Selling Commissions, Dealer Manager Fees, Distribution Fees, Contingent Deferred Sales Charges and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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. If Transmittal of received investor funds will be made in accordance with the Selected Dealer is a “$250,000 broker-dealer,” the following procedures. The Dealer Manager may authorize the certain Selected Dealer Dealers that are “$250,000 broker- dealers” to instruct its their customers to make its Subscription Payment their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment subscribers’ checks and make payment issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVT2.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. 13.2 If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. . 13.3 If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 Fund’s transfer Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund-T2)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global "Wells Fargo Bank, N.A./ Cole Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for Property Trust II, Inc." Any Deale▇ ▇▇▇eiving a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment check not conforming ▇▇▇▇orming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon the end of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-DealerDealer of the subscription documents and check. The Final Review Office will in turnwill, by noon the end of the next business day following receipt thereof by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements forward both the subscription documents and Subscription Payments for deposit check to the Fund or its designated agent. Selected Dealer understands Manager as processing broker-dealer in order that the Fund reserves Dealer Manager may complete its review of the unconditional right to reject any order documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for any reason the Shares, other documentation reasonably deemed by the Company or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares Dealer Manager to be purchased by a custodial accountrequired under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement without limitation, subscribers' written acknowledgement and Subscription Payment for such account directly agreement to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Company or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Agreement (Cole Credit Property Trust II Inc)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Private Placement Memorandum (a “Subscription Agreement for the Offering Agreement”) and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Participating Broker-Dealer”), Dealer such completed Subscription Agreement, together with a check, draft, draft or wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , which must be at least the Fund or permitted minimum purchase amount set forth in the Prospectus, there shall Private Placement Memorandum. Any minimum purchase amount may be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described waived in the Prospectus, and as otherwise permitted by sole discretion of the FundTrust. Investors Persons who purchase Offered Shares by check shall make their checks Subscription Payments payable to “FS Global Credit Opportunities Fund—ADVUMB Bank, N.A., as EA for Blue Owl Real Estate Net Lease Trust.” Each investor 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 Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Shares not meeting the offering terms and conditions of the Private LEGAL02/43103834v6 Placement Memorandum, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second (2nd) business day following receipt by the Processing Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing 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. . (a) If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Participating Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer, the Processing Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. . (b) If the Processing Participating Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Participating Broker-Dealer. The Final Review Office will will, in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Trust or its designated agent. Selected Participating Broker-Dealer understands that the Fund Trust reserves the unconditional right to reject any order order, in whole or in part, for any reason or no reason at allreason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Participating 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 Fund’s transfer Trust or its designated agent. The Processing Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, U.S. address, social security number or tax identification number, as applicable, state of residence, dollar amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Blue Owl Real Estate Net Lease Trust)

Submission of Orders. Each person desiring to (a) Those persons who place orders for the purchase Offered of Shares in the Offering will be required instructed by the Distributor or a Soliciting Dealer to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Managermake their checks, as the case may be (the “Processing Broker-Dealer”)wires, such completed Subscription Agreement, together with a check, draft, wire or money order orders (hereinafter referred to as a collectively, Subscription Instruments of Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant payable to the Fund’s DRPorder of “Computershare Trust Company, as described in the ProspectusN.A., Escrow Agent for The Gabelli Go Anywhere Trust,” “Computershare, Escrow Agent for GGO,” or a recognizable contraction or abbreviation thereof, and as otherwise permitted by the FundDistributor or Soliciting Dealer may instruct such persons to remit their Instruments of Payment directly to the Escrow Agent. Investors who purchase Offered Shares shall make their checks If the Distributor or a Soliciting Dealer receives an Instrument of Payment made payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in a party other than the Offering must submit subscriptions for a certain dollar amountEscrow Agent, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment or otherwise not conforming to the foregoing instructions set forth in the Escrow Agreement, the Distributor or Soliciting Dealer shall return such Subscription Agreement and Subscription Instrument of Payment directly to such subscriber not later in a timely fashion in accordance with applicable law, and if the Escrow Agent receives an Instrument of Payment made payable to a party other than the end Escrow Agent, or otherwise not conforming to the instructions set forth in the Escrow Agreement, the Distributor may authorize the Escrow Agent to return such Instrument of the second business day following receipt by the Processing Broker-Dealer Payment directly to such subscriber in a timely fashion in accordance with applicable law. Instruments of such materials. Subscription Agreements and Subscription Payments Payment received by the Processing Broker-Dealer Distributor which conform to the foregoing instructions set forth in the Escrow Agreement shall be transmitted for deposit pursuant to one of the methods described in this Section II3. If the Selected Dealer is a The Distributor may authorize certain Soliciting Dealers which are “$250,000 broker-dealer,dealersthe Dealer Manager may authorize the Selected Dealer to instruct its their customers to make its Subscription their Instruments of Payment for Offered Shares subscribed for payable directly to the Selected Soliciting Dealer. In such case, in which case the Selected Soliciting Dealer will collect the proceeds of the subscriber’s Subscription subscribers’ Instruments of Payment and make payment issue an Instrument of Payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms order of the Escrow AgreementAgent. Instruments of Payment of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures. (b) Where, dated March 29pursuant to a Soliciting Dealer’s internal supervisory procedures, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and Subscription Payments Instruments of Payment are received from subscribers, then, Instruments of Payment will be transmitted by noon Eastern Time of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Soliciting Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesEscrow Agent.

Appears in 1 contract

Sources: Distribution Agreement (Gabelli Go Anywhere Trust)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADVT2.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment and make payment for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADVT2.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 2931, 2016 2017 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered Shares.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Global Credit Opportunities Fund-T2)

Submission of Orders. Each person desiring to Those persons who purchase Offered Shares in the Offering Units will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted instructed by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant Dealer to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “FS Global Credit Opportunities Fund—ADV.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount"▇▇▇▇▇ Fargo Bank Iowa, rather than a number of Offered Shares andN.A., as a result, may receive fractional Offered Shares. The Processing Brokerescrow agent for Behringer Harvard Mid-Term Value Enhancement Fund I LP." Any Dealer receiving a Subscription Agreement and Subscription Payment check not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment check directly to such subscriber not later than the end of the second next business day following receipt by the Processing Broker-Dealer of such materialsits receipt. Subscription Agreements and Subscription Payments Checks 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 Article II. If the Selected The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer " to instruct its customers to make its Subscription Payment checks for Offered Shares Units subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment 's checks and make payment issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds proceeds. Transmittal of received investor funds will be made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by in accordance with the terms of the Escrow Agreement, dated March 29, 2016 following procedures: (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. a) If the Processing Broker-a Dealer conducts its internal supervisory review procedures at the same location at which Subscription Agreements where subscription documents and Subscription Payments checks are received from subscribersinitially received, then, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt thereof by of the Processing Broker-Dealer, subscription documents and the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. check. (b) If the Processing Broker-Dealer conducts its internal supervisory review procedures are to be performed at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the "Final Review Office"), Subscription Agreements the subscription documents and Subscription Payments will check must be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof of the subscription documents and check by the Processing Broker-Dealer. The Final Review Office will in turnwill, by noon of the next business day following receipt thereof of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Final Review OfficePartnership or the Dealer Manager, transmit such Subscription Agreements the Dealer shall obtain from subscribers for the Units, other documentation reasonably deemed by the Partnership or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Partnership or the Dealer Manager. Such documentation may include, without limitation, subscriber written acknowledgement and Subscription Payments for deposit agreement to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. 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 to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list privacy policies of the related subscribers showing for each subscriber his, her Partnership or its name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for and the amount of money paid for such Offered SharesDealer Manager.

Appears in 1 contract

Sources: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)

Submission of Orders. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for in the Offering form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by , subject to any discount that may apply based upon the Fund or permitted volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus, there . There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered SharesShares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors Persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” Each investor 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 receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and 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 II. If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its Subscription Payment check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s Subscription Payment check and make payment issue a check for the aggregate amount of the subscription proceeds made payable to the order of UMB Bank, N.A., as agent for FS Global Credit Opportunities Fund—ADVInvestment Corporation.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29[ ], 2016 2008 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), Agent and the Fund. Company. (a) If the Processing Broker-Dealer conducts its internal supervisory review at the same location at which Subscription Agreements and Subscription Payments are received from subscribers, then, by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. . (b) If the Processing Broker-Dealer conducts its internal supervisory review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by noon the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn, turn by noon the end of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and Subscription Payments Payment for deposit to the Fund Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Fund Company reserves the unconditional right to reject any order for any reason or no reason at allreason. 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 to the Fund’s transfer agentTransfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the related subscribers showing for each subscriber his, her or its the name, address, social security number or tax identification number, as applicable, state of residence, amount of Offered Shares subscribed for for, and the amount of money paid for such Offered Sharespaid.

Appears in 1 contract

Sources: Dealer Manager Agreement (FS Investment CORP)