Common use of Submission of Orders Clause in Contracts

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 3 contracts

Sources: Managing Dealer Agreement (Fidelity Private Credit Fund), Managing Dealer Agreement (Fidelity Private Credit Fund), Intermediary Agreement (Fidelity Private Credit Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity AB Private Credit Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 3 contracts

Sources: Managing Dealer Agreement (AB Private Lending Fund), Managing Dealer Agreement (AB Private Lending Fund), Selected Intermediary Agreement (AB Private Lending Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement in the form filed as an appendix to the Offering Memorandum (a “Subscription Agreement Agreement”) and to deliver to the Broker such 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 ProspectusOffering Memorandum. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity Private Credit HPS Corporate Capital Solutions Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order order, in both cases received by the Fund Company at least five (5) business days prior to the first calendar day date of subscription (as determined in accordance with Subscription Frequency as defined in the month (Offering Memorandum) unless waived by the Managing Dealer) , will be executed as of the first calendar day of the month (subscription date based on the NAV net asset value (the “NAV”) per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration StatementOffering Memorandum, the FundCompany’s Share Repurchase Program as described in the Registration Statement Offering Memorandum (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 3 contracts

Sources: Managing Dealer Agreement (HPS Corporate Capital Solutions Fund), Managing Dealer Agreement (HPS Corporate Capital Solutions Fund), Managing Dealer Agreement (HPS Corporate Capital Solutions Fund)

Submission of Orders. 6.1 Each person desiring to purchase 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 and, whether in paper or, to the extent applicable, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to the Broker Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Broker Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],RREEF Property Trust, Inc.during Purchase orders received by the escrow period and Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the Fidelity Private Credit Fund” following close of business”) on any business day will be executed at the escrow periodprice 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. Purchase orders which include (i) instruments placed after the close of payment received by business on any business day, or on a day that is not a business day, will be executed at the Fund 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 be completed until at least five (5) business days prior to after the first calendar day of date on which the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with subscriber receives a copy of the executed final Prospectus. 6.2 If the Participating Broker-Dealer receives a Subscription Agreement, whether in paper or, to the extent applicable, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall reject, in the case of any electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Subscription Agreement or copy and instrument of payment directly to such subscriber not later than the end of the signature page second business day following receipt by the Participating Broker-Dealer of such agreement, materials. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealermethods: (ia) Wherewhere, pursuant to the Broker’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Broker for deposit Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Fund Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Fund.Company; and (iib) Wherewhere, pursuant to the Broker’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If Company. 6.3 Notwithstanding the Broker receives foregoing, with respect to any Primary Shares to be purchased by a Subscription Agreement or instrument of payment not conforming to the foregoing instructionscustodial account, the Broker Participating Broker-Dealer shall return cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to such subscriber not later than the end Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the next business day following purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased. 6.4 To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by the Dealer Manager, the Dealer Manager represents and warrants that it will: (a) employ safeguards to ensure that the Subscription Agreement is delivered with or after delivery of the Prospectus to an investor or prospective investor; (b) establish a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its receiptentirety prior to initialing and/or signing; (c) before completion of any subscription agreement, review with the prospective investor all appropriate documentation related to the prospective investment including documents and instructions on how to complete the subscription agreement; and (d) adopt and implement written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Guidance, and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance. To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by Participating Broker-Dealers, the Dealer Manager will require such Participating Broker-Dealers to make the representations and warranties set forth in this Section 6.4, which representations and warranties when obtained from the Participating Broker Dealer by the Dealer Manager shall be deemed to satisfy Dealer Manager’s representations and warranties set forth in this Section 6.4 with respect those offers and sales made by such Participating Broker-Dealer.

Appears in 2 contracts

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

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such completed and executed Subscription Agreement together with a check or wire transfer (an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[SS&C GIDS, Inc./▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Company - Escrow Account Name]Account,” during the escrow period and “Fidelity Private Credit Fund▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Company” following the escrow period. Purchase Investors may only purchase our Common Shares pursuant to accepted subscription orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the 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 and payment of the full purchase price of our Common Shares being subscribed at least five (5) business days prior to the first day of the month. If a purchase order is received less than five (5) business days prior to the first day of the month, unless waived by the Managing Dealer, the purchase order will be executed in the next month’s closing at the transaction price applicable to that month. Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 2 contracts

Sources: Managing Dealer Agreement (Kennedy Lewis Capital Co), Managing Dealer Agreement (Kennedy Lewis Capital Co)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity Private Credit HPS Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 2 contracts

Sources: Managing Dealer Agreement (HPS Corporate Lending Fund), Managing Dealer Agreement (HPS Corporate Lending Fund)

Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement an eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Broker Participating Broker-Dealer such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Broker Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “[[ ], as Escrow Account Name],Agent for Clarion Property Trust Inc.during Thereafter, those persons who purchase Primary Shares will be instructed by the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders received by the Fund at least five (5) business days Company prior to the first calendar day close of the month and New York Stock Exchange (iigenerally, 4:00 p.m. Eastern time; the “close of business”) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) on any business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of at the first calendar day of the month (based on the NAV price per share as determined as calculated at the end of the previous day, being the last such business day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration StatementProspectus. Purchase orders placed after the close of business on any business day, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree or on a day that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agreesa business day, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the will be executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location price per share calculated at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by in accordance with the Broker for deposit to the Fund or its agent as set forth procedures described in the Subscription Agreement or as otherwise directed by the FundProspectus. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 2 contracts

Sources: Dealer Manager Agreement (Clarion Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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 (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],Ares Strategic Income Fund.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerIntermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shareswill be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to transmit samethe Fund, together with a copy as soon as practicable, but in any event by the end of the executed second business day following receipt by the Intermediary Manager. If the Broker receives a Subscription Agreement or copy instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the signature page next business day following its receipt. Subscription Agreements and instruments of such agreement, payment received by the Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 2 contracts

Sources: Intermediary Manager Agreement (Ares Strategic Income Fund), Intermediary Manager Agreement (Ares Strategic Income Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[U.S. Bank National Association/HPS Corporate Lending Fund - Escrow Account Name]Account,” during the escrow period and “Fidelity Private Credit HPS Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Managing Dealer Agreement (HPS Corporate Lending Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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 (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],Ares Strategic Income Fund.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerIntermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shareswill be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to transmit samethe Fund, together with a copy as soon as practicable, but in any event by the end of the executed second business day following receipt by the Intermediary Manager. If the Broker receives a Subscription Agreement or copy instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the signature page next business day following its receipt. Subscription Agreements and instruments of such agreement, payment received by the Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund.. ​ (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Intermediary Manager Agreement (Ares Strategic Income Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[U.S. Bank National Association as Escrow Account Name],Agent for B▇▇▇ Capital” during the escrow period and “Fidelity B▇▇▇ Capital Private Credit FundCredit” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker B▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Selected Intermediary Agreement (Bain Capital Private Credit)

Submission of Orders. (a) Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as Appendix B to the Memorandum (a “Subscription Agreement Agreement”) and to deliver to the Broker Participating Broker-Dealer, such completed and executed Subscription Agreement Agreement, together with a check or wire transfer (hereinafter referred to as a instrument of paymentSubscription Payment”) for the purchase price of the Shares. Participating Broker-Dealer shall only offer to sell and accept completed Subscription Agreements and Subscription Payments for such classes of Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the amount of such person’s purchase, which must be at least the minimum purchase amount offering terms and conditions as set forth in the ProspectusMemorandum. There shall be a minimum initial purchase by any one purchaser of a combination of Class B common shares, Class R common shares, Class S common shares, Class D common shares and Class I common shares of $25,000 (in each case, except as otherwise indicated in the Memorandum, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Class B common shares, Class R common shares, Class S common shares, Class D common shares and Class I common shares shall be $500 per transaction. Any minimum initial or subsequent purchase amount may be waived in the sole discretion of the Dealer Manager. Those persons who purchase Shares will be instructed by the Broker Participating Broker-Dealer to make their instruments of payment Subscription Payments payable to or for the benefit of “[Escrow Account Name],DST Systems Inc., as Agent for Fortress Credit Realty Income Trustduring as described in the escrow period Memorandum and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by for the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month)Offering. Any tender offer repurchase requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statementoffering document and repurchase plan, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”)as well as applicable laws, and applicable lawrules, rules and regulations. The parties acknowledge and agree that a tender offer repurchase request is not received in “good order” unless the tender offer repurchase request and all required documentation is complete completed and received by the FundCompany’s transfer agent by the applicable tender offer repurchase request deadline described set for in the FundCompany’s tender offer documents offering document or otherwise specified by the Fund Company in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with . (b) If the Participating Broker-Dealer receives a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms and Subscription Payment not conforming to the foregoing instructions or for a class of Shares that the Participating Broker-Dealer is not authorized to sell as set forth on Schedule 1 of this Agreement, or for a sale of Shares not meeting the offering terms and stating among other things, the name conditions of the purchaserMemorandum, current address, it shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the amount end of the investment, second (2nd) business day following receipt by the Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Participating Broker-Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 2. Transmittal of received investor funds will be made in accordance with one of the following procedures, unless otherwise agreed with the Managing Dealeras applicable: (i) Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Subscription Agreements and instruments of payment Subscription Payments will be transmitted by the end of the next business day following receipt by the Broker for deposit Participating Broker-Dealer to the Fund Company or its designated agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment Subscription Payments will be transmitted by the end of the next business day following receipt by the Broker Participating Broker-Dealer to the office of the Broker Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit Subscription Payments to the Fund Company or its designated agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptCompany.

Appears in 1 contract

Sources: Participating Broker Dealer Agreement (Fortress Credit Realty Income Trust)

Submission of Orders. 2.1 Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity Private Credit Fund” following the escrow periodCompany. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The . 2.2 Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (ia) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (iib) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. Company. 2.3 If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Intermediary Agreement (Golub Capital Private Credit Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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. Those persons who purchase Shares will shall be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],AG Twin Brook Capital Income Fund.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerCompany) will be executed as of the first calendar day of the month (based on the NAV net asset value (“NAV”) per share as determined as of the previous day, being the last day of the preceding month). The Broker shall be responsible for the accuracy, timeliness and completeness of any orders transmitted by it on behalf of its customers by any means, including wire or telephone. Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program share repurchase program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The If the Broker agreesreceives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, upon receipt the Broker shall return such Subscription Agreement and instrument of any payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of received by the executed Subscription Agreement or copy of the signature page of such agreement, Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptCompany.

Appears in 1 contract

Sources: Intermediary Agreement (AG Twin Brook Capital Income Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such completed and executed Subscription Agreement together with a check or wire transfer (an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[SS&C GIDS, Inc./K▇▇▇▇▇▇ ▇▇▇▇▇ Capital Company - Escrow Account Name]Account,” during the escrow period and “Fidelity Private Credit FundK▇▇▇▇▇▇ ▇▇▇▇▇ Capital Company” following the escrow period. Purchase Investors may only purchase our Common Shares pursuant to accepted subscription orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the 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 and payment of the full purchase price of our Common Shares being subscribed at least five (5) business days prior to the first day of the month. If a purchase order is received less than five (5) business days prior to the first day of the month, unless waived by the Managing Dealer, the purchase order will be executed in the next month’s closing at the transaction price applicable to that month. Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker B▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Managing Dealer Agreement (Kennedy Lewis Capital Co)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” the escrow agent designated by the Fund during the escrow period and “Fidelity Crescent Private Credit FundIncome Corp.” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerIntermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of sharesShares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing DealerIntermediary Manager: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Intermediary Manager Agreement (Crescent Private Credit Income Corp)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[U.S. Bank National Association/HPS Corporate Lending Fund - Escrow Account Name]Account,” during the escrow period and “Fidelity Private Credit HPS Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Managing Dealer Agreement (HPS Corporate Lending Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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. Those persons who purchase Shares will shall be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],TPG Twin Brook Capital Income Fund.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerCompany) will be executed as of the first calendar day of the month (based on the NAV net asset value (“NAV”) per share as determined as of the previous day, being the last day of the preceding month). The Broker shall be responsible for the accuracy, timeliness and completeness of any orders transmitted by it on behalf of its customers by any means, including wire or telephone. Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program share repurchase program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The If the Broker agreesreceives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, upon receipt the Broker shall return such Subscription Agreement and instrument of any payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of received by the executed Subscription Agreement or copy of the signature page of such agreement, Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptCompany.

Appears in 1 contract

Sources: Intermediary Agreement (TPG Twin Brook Capital Income Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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 (as calculated in accordance with the procedures described in the Prospectus) set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],Ares Strategic Income Fund.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerIntermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share Share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Share Repurchase PlanProgram”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shareswill be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to transmit samethe Fund, together with a copy as soon as practicable, but in any event by the end of the executed second business day following receipt by the Intermediary Manager. If the Broker receives a Subscription Agreement or copy instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the signature page next business day following its receipt. Subscription Agreements and instruments of such agreement, payment received by the Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Intermediary Manager Agreement (Ares Strategic Income Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[U.S. Bank National Association as Escrow Account Name],Agent for ▇▇▇▇ Capital” during the escrow period and “Fidelity ▇▇▇▇ Capital Private Credit FundCredit” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Managing Dealer Agreement (Bain Capital Private Credit)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],” during the escrow period and “Fidelity Private Credit Fund” following the escrow periodHPS Corporate Capital Solutions BDC”. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day date of each period when the month Company accepts subscriptions (such period, the “Subscription Period”, and the first date of said Subscription Period, the “Subscription Date”) and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month Subscription Date (unless waived by the Managing Dealer) will be executed as of the first calendar day of next Subscription Date’s closing at the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month)transaction price applicable to that Subscription Period. Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Managing Dealer Agreement (HPS Corporate Capital Solutions BDC)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (each, a “Subscription Agreement Agreement”) and to deliver to the Broker such 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. Those persons who purchase Shares will shall be instructed by the Broker to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],Apollo Debt Solutions BDC.during the escrow period and “Fidelity Private Credit Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing DealerIntermediary Manager) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker agrees, upon receipt of any Subscription Agreements and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shareswill be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering requirement contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to transmit samethe Company, together with a copy as soon as practicable, but in any event by the end of the executed second business day following receipt by the Intermediary Manager. If the Broker receives a Subscription Agreement or copy instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the signature page next business day following its receipt. Subscription Agreements and instruments of such agreement, payment received by the Broker which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount methods described in this Section II. Transmittal of the investment, received investor funds will be made in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptCompany.

Appears in 1 contract

Sources: Intermediary Manager Agreement (Apollo Debt Solutions BDC)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of [Escrow Account Name],” Account] during the escrow period and “Fidelity Private Credit FundNAME OF FUND” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker ●▇▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) : Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Company. Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Selected Intermediary Agreement (Golub Capital Private Credit Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of [Escrow Account Name],” Account] during the escrow period and “Fidelity Private Credit Monroe Capital Enhanced Corporate Lending Fund” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit the same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Selected Intermediary Agreement (Monroe Capital Enhanced Corporate Lending Fund)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Broker such 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. Those persons who purchase Shares will be instructed by the Broker to make their instruments of payment payable to or for the benefit of [Escrow Account Name],” Account] during the escrow period and “Fidelity Private Credit FundNAME OF FUND” following the escrow period. Purchase orders which include (i) instruments of payment received by the Fund Company at least five (5) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the FundCompany’s Registration Statement, the FundCompany’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the FundCompany’s transfer agent by the applicable tender offer deadline described in the FundCompany’s tender offer documents or otherwise specified by the Fund Company in writing. The Broker · B▇▇▇▇▇ agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with a copy of the executed Subscription Agreement or copy of the signature page of such agreement, which conforms to the foregoing instructions and stating among other things, the name of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealer: (i) : Where, pursuant to the Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. (ii) Company. Where, pursuant to the Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the FundCompany. · If the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt.

Appears in 1 contract

Sources: Selected Intermediary Agreement (Golub Capital Private Credit Fund)

Submission of Orders. 6.1 Each person desiring to purchase 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 and, whether in paper or, to the extent applicable, electronic form, provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to the Broker Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Broker Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “[Escrow Account Name],RREEF Property Trust, Inc.during Purchase orders received by the escrow period and Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the Fidelity Private Credit Fund” following close of business”) on any business day will be executed at the escrow periodprice 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. Purchase orders which include (i) instruments placed after the close of payment received by business on any business day, or on a day that is not a business day, will be executed at the Fund 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 be completed until at least five (5) business days prior to after the first calendar day of date on which the month and (ii) a completed and executed Subscription Agreement in good order received by the Fund at least five (5) business days prior to the first calendar day of the month (unless waived by the Managing Dealer) will be executed as of the first calendar day of the month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month). Any tender offer requests must be made in accordance with the applicable procedures described in the Fund’s Registration Statement, the Fund’s Share Repurchase Program described in the Registration Statement (the “Repurchase Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not received in “good order” unless the tender offer and all required documentation is complete and received by the Fund’s transfer agent by the applicable tender offer deadline described in the Fund’s tender offer documents or otherwise specified by the Fund in writing. The Broker agrees, upon receipt of any and all checks, drafts, money orders or other instruments of payment from prospective purchasers of shares, to transmit same, together with subscriber receives a copy of the executed final Prospectus. 6.2 If the Participating Broker-Dealer receives a Subscription Agreement, whether in paper or, to the extent applicable, electronic form, or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall reject, in the case of any electronic Subscription Agreement, or return, in the case of a paper Subscription Agreement, such Subscription Agreement or copy and instrument of payment directly to such subscriber not later than the end of the signature page second business day following receipt by the Participating Broker-Dealer of such agreement, materials. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conforms conform to the foregoing instructions and stating among other things, the name shall be transmitted for deposit pursuant to one of the purchaser, current address, and the amount of the investment, in accordance with the following procedures, unless otherwise agreed with the Managing Dealermethods: (ia) Wherewhere, pursuant to the Broker’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Broker for deposit Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Fund Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Fund.Company; and (iib) Wherewhere, pursuant to the Broker’s internal supervisory proceduresprocedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker- Dealer to the Final Review Office by noon of the next business day following receipt by the Broker to the office of the Broker conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Fund Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Fund. If Company. 6.3 Notwithstanding the Broker receives foregoing, with respect to any Primary Shares to be purchased by a Subscription Agreement or instrument of payment not conforming to the foregoing instructionscustodial account, the Broker Participating Broker-Dealer shall return cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to such subscriber not later than the end Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the next business day following purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased. 6.4 To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by the Dealer Manager, the Dealer Manager represents and warrants that it will: (a) employ safeguards to ensure that the Subscription Agreement is delivered with or after delivery of the Prospectus to an investor or prospective investor; (b) establish a mechanism to ensure that each prospective investor reviews all required disclosures and scrolls through the document in its receiptentirety prior to initialing and/or signing; (c) before completion of any subscription agreement, review with the prospective investor all appropriate documentation related to the prospective investment including documents and instructions on how to complete the subscription agreement; and (d) adopt and implement written policies and procedures covering the use of electronic Subscription Agreements and signatures consistent with all applicable law, including, but not limited to, the NASAA Guidance, and that it shall obtain such electronic signatures in conformance with such policies and procedures and all such applicable law, including the NASAA Guidance. To the extent that the Subscription Agreement is delivered to prospective investors in electronic form by Participating Broker-Dealers, the Dealer Manager will require such Participating Broker-Dealers to make the representations and warranties set forth in this Section 6.4, which representations and warranties when obtained from the Participating Broker Dealer by the Dealer Manager shall be deemed to satisfy Dealer Manager’s representations and warranties set forth in this Section 6.4 with respect those offers and sales made by such Participating Broker-Dealer.

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