Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"). (b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement. (c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 14 contracts
Samples: Underwriting Agreement (Northern Lights Fund Trust), Underwriting Agreement (Merit Advisors Investment Trust), Underwriting Agreement (Merit Advisors Investment Trust Ii)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees set forth in Schedule B, attached hereto. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 11 contracts
Samples: Underwriting Agreement (GL Beyond Income Fund), Underwriting Agreement (Americafirst Quantitative Funds), Underwriting Agreement (Northern Lights Fund Trust Iii)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees Trust will pay to pay AFD the fees set forth in Schedule BBOSTON FINANCIAL, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees from time to time, a reasonable compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL’s reasonable billable out-of-pocket expenses or disbursements (“Compensation and charges collected and retained by AFD as set forth below:
(iExpenses”) any applicable sales charge assessed upon investors incurred in connection with the purchase agency. “Expenses” are more fully described in Section 6.B. of Shares;this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibits A and A-1. If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL within a reasonable time, BOSTON FINANCIAL may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors B. The Trust also agrees promptly to pay BOSTON FINANCIAL for all reasonable reimbursable expenses or disbursements incurred by BOSTON FINANCIAL in connection with the redemption performance of Shares;
the services under this Agreement, including but not limited, if applicable, to: AML/CIP annual fee, suspicious activity reporting for networked accounts, audio response, checkwriting, CIP-related database searches, commission fee application, COOL, data communications equipment, computer hardware installed at the Trust’s request at the Trust’s or a third party’s premises, DST disaster recovery charge, DSTO products and services, escheatment, express mail and delivery services, FDIC deposit insurance account charges, federal wire charges, forms and production, freight charges, household tape processing, lost shareholder searches, lost shareholder tracking, manual check pulls, microfiche, network products, new fund implementation, NSCC processing and communications, postage (iii) from to be paid in advance if so requested), offsite records storage and media for storage of records, outside printing and mailing firms, P.O. box rental, print/mail services, programming hours, regulatory compliance fee per CUSIP, reporting (on request and scheduled), returned checks, Short Term Trader, special mailing, statements, supplies, tax reporting (federal and state), telecommunications equipment, telephone (telephone and fax lines), training, transcripts, transmission of statement data for remote printing or processing other than by DST Output, LLC, mutually agreed upon travel, TIN certification (W-8 & W-9), year-end processing and other expenses incurred at the direction of the Fund or with advance written notice to the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily due and paid on or before the sixtieth (60th) calendar day after receipt of the invoice therefor by the Trust or class thereof and shall (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be paid monthly as promptly as possible after the last day of each calendar month but in any event received by BOSTON FINANCIAL on or before the Due Date will give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that during any twelve (12) month period the Trust pays any four (4) or more of its invoices after their respective Due Dates, then BOSTON FINANCIAL may charge and the Trust shall pay a late charge for any future invoices paid after the applicable Due Date and such late charge shall be equal to the lesser of the maximum amount permitted by applicable law or the London Interbank Overnight Rate times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by BOSTON FINANCIAL. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or BOSTON FINANCIAL’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in writing of any disputed charges for billable expenses that it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day business day after month-end, at the rate or day on which BOSTON FINANCIAL provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the amounts first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:
(1) On the first day of each anniversary of this Agreement, subject to Note D of Exhibit A;
(2) BOSTON FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase BOSTON FINANCIAL’s cost of performance hereunder;
(3) BOSTON FINANCIAL may charge for additional features of TA2000 used by the Trust now or hereafter maintained in an account which features are not consistent with the Trust’s current processing requirements; and
(4) In the event BOSTON FINANCIAL, at the Trust’s custodian request or direction, performs Exception Services, BOSTON FINANCIAL shall be entitled to increase the fees and charges for such Exception Services from those set forth on behalf Exhibit A to the extent such Exception Services increase BOSTON FINANCIAL’s cost of performance. This provision shall not apply to the Exception Services, if any, being provided as of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under date of this Agreement.
(c, which the parties shall mutually agree upon and set forth on Schedule 6.E.(4) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders)this Agreement. The Trust shall bear parties agree that the cost and expenses (i) list of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewithException Services, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected maintained by the Trust and AFD BOSTON FINANCIAL, will not be eliminated without written consent from one of the persons by the Trust on Exhibit B. If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6(c6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse BOSTON FINANCIAL for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operation. If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges under subparagraphs (3) hereof; or (iv4) payable to each State for continuing registration or qualification therein until of this Section 6.E., the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; parties shall confer, diligently and (v) payable for standard transmission costsin good faith, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationand agree upon new fees.
Appears in 9 contracts
Samples: Transfer Agency Agreement (JPMorgan Trust IV), Transfer Agency Agreement (JPMorgan Trust III), Transfer Agency Agreement (JPMorgan Institutional Trust)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees Trust will pay to pay AFD the fees set forth in Schedule BBOSTON FINANCIAL, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees from time to time, a reasonable compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL’s reasonable billable expenses, charges, counsel fees, and charges collected other disbursements (“Compensation and retained by AFD as set forth below:
(iExpenses”) any applicable sales charge assessed upon investors incurred in connection with the purchase agency. “Expenses” are more fully described in Section 6.B. of Shares;this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL within a reasonable time, BOSTON FINANCIAL may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors B. The Trust also agrees promptly to reimburse BOSTON FINANCIAL for all reasonable billable expenses or disbursements incurred by BOSTON FINANCIAL in connection with the redemption performance of Shares;
services under this Agreement including, but not limited to: expenses for postage; express delivery services; freight charges; envelopes, checks, drafts, forms (iii) from continuous or otherwise); specially requested reports and statements; telephone calls; telegraphs; stationery supplies; counsel fees incurred in connection with the Fund, review of the distribution service fees with respect legal sufficiency of documentation provided by a shareholder or otherwise as to the Shares advisability of those classes as designated in Schedule A for which complying with the request or instruction of a Plan is effective shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing firms (the "Distribution Fee"including DST Output, Inc. and its affiliates (“DST Output”); and
magnetic tapes, reels or cartridges (iv) from the Fund, the shareholder service fees with respect if sent to the Shares Trust or to a third party at the Trust’s request) and magnetic tape handling charges; off-site record storage and media for storage of those Classes as designated records (e.g., microfilm, microfiche, optical platters, computer tapes); computer equipment installed at the Trust’s request at the Trust’s or a third party’s premises; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and BOSTON FINANCIAL on the other; proxy soliciting, processing and/or tabulating costs; second-site backup computer facility; transmission of statement data for remote printing or processing other than by DST Output (at a charge of .035/record); and National Securities Clearing Corporation (“NSCC”) transaction fees to the extent any of the foregoing are paid or incurred by BOSTON FINANCIAL. The Trust agrees to pay postage expenses at least one day in Schedule A for which a Service Plan is effective (advance if so requested. In addition, any other expenses incurred by BOSTON FINANCIAL at the "Shareholder Service Fee")request or with the consent of the Trust will be promptly reimbursed by the Trust.
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily due and paid on or before the thirtieth (30th) calendar day after receipt of the statement therefor by the Trust or class thereof and shall (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be paid monthly as promptly as possible after the last day of each calendar month but in any event received by BOSTON FINANCIAL on or before the Due Date will give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by BOSTON FINANCIAL by the Due Date, the Trust shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half (1 1/2) percentage points per month times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by BOSTON FINANCIAL. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or BOSTON FINANCIAL’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day business day after month-end, at the rate or day on which BOSTON FINANCIAL provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the amounts first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:
(1) On the first day of each anniversary of this Agreement, subject to Note E of Exhibit A;
(2) BOSTON FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase BOSTON FINANCIAL’s cost of performance hereunder;
(3) BOSTON FINANCIAL may charge for additional features of TA2000 used by the Trust now or hereafter maintained in an account which features are not consistent with the Trust’s current processing requirements; and
(4) In the event BOSTON FINANCIAL, at the Trust’s custodian request or direction, performs Exception Services, BOSTON FINANCIAL shall be entitled to increase the fees and charges for such Exception Services from those set forth on behalf Exhibit A to the extent such Exception Services increase BOSTON FINANCIAL’s cost of performance. If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse BOSTON FINANCIAL for the Trust’s aliquot portion of the Trust cost of developing the new software to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by comply with regulatory charges and for the increased cost of operation. If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges under this Agreement.
subparagraphs (c3) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus or (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i4) of this Section 6.E., the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable parties shall confer, diligently and in connection therewithgood faith, of qualifying the Funds, (but not AFD) as an issuer or as and agree upon a broker or dealer, in new fee to cover such States as shall be selected by the new Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationfeature.
Appears in 8 contracts
Samples: Transfer Agency Agreement (Jp Morgan Fleming Series Trust), Transfer Agency Agreement (Jp Morgan Series Trust), Transfer Agency Agreement (Jp Morgan Mutual Fund Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 8 contracts
Samples: Underwriting Agreement (Northern Lights Fund Trust Iii), Underwriting Agreement (Americafirst Quantitative Funds), Underwriting Agreement (Northern Lights Fund Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The Service Fee set forth on Schedule B may be offset by is in addition to any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 8 contracts
Samples: Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds)
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Portfolio, the fees set forth in Schedule Appendix B hereto. These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. Any of the legal services identified in Appendix C hereto may be provided to the Trust by personnel of the Legal Department of Forum, subject to satisfaction of the conditions contained in Section 7(c) to the consents and waivers by the Trust and Forum of any general conflict of interest existing as a result of the provision of those services. Forum shall not charge the Trust for providing the legal services identified in Appendix B, attached heretoexcept for those matters designated as Special Legal Services, as to which Forum may charge, and, subject to review and approval by the Chairman of the Audit Committee or Trust Counsel, the Trust shall pay, an additional amount as reimbursement of the cost to Forum of providing the Special Legal Services. The Service Fee set forth Reimbursement shall be payable monthly in arrears on Schedule B the first day of each calendar month for services performed under this Agreement during the prior calendar month. Nothing in this Agreement shall require Forum to provide any of the services listed in Appendix C, and each of those services may be offset performed by an outside vendor if appropriate in the judgment of Forum or the Trust. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Forum and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD by services, (iii) service as a trustee or officer of the Trust under and (iv) services to the Trust, which may include the types of services described in this Agreement, with respect to the creation of any Fund and the start-up of the Fund's operations.
(c) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, including: (a) the fee payable under this Agreement; (b) the fees payable to each Adviser under an agreement between the Adviser and the Trust; (c) expenses of issue, repurchase and redemption of Shares;
(d) interest charges, taxes and brokerage fees and commissions; (e) premiums of insurance for the Trust, its trustees and officers and fidelity bond premiums; (f) fees, interest charges and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (g) fees of pricing, interest, dividend, credit and other reporting services; (h) costs of membership in trade associations; (i) telecommunications expenses; (j) funds transmission expenses; (k) auditing, legal and compliance expenses; (l) costs of forming the Trust and maintaining its existence; (m) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (n) expenses of meetings of shareholders and proxy solicitations therefor; (o) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (p) costs of reproduction, stationery, supplies and postage; (q) fees and expenses of the Trust's trustees; (r) compensation of the Trust's officers and employees and costs of other personnel (who may be employees of the Adviser, including Forum or their respective affiliated persons) performing services for the Trust; (s) costs of Board, Board committee, shareholder and other corporate meetings; (t) SEC registration fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Actrelated expenses; (iiu) of the registration state, territory or qualification of the Shares for sale under the foreign securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust registration fees and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofrelated expenses; and (v) payable for standard transmission costs, including costs imposed all fees and expenses paid by the National Securities Clearing Corporation. AFD shall pay all expenses relating Trust in accordance with any Plan or Service Plan or agreement related to AFD's broker-dealer qualificationsimilar manners.
Appears in 6 contracts
Samples: Administration Agreement (Forum Funds), Administration Agreement (Forum Funds), Administration Agreement (Forum Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees and charges outlined below and the fees set forth in Schedule B, attached hereto. The Service Fee and Licensing fees set forth on Schedule B may will be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of SharesShares and not paid to the selling broker;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants All fees set forth herein shall be due and transfers to AFD a general lien payable upon receipt of invoice and security interest in any and all securities and other assets shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust now or hereafter maintained in an account Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD maximum amount permitted by the Trust under this Agreementlaw.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFD's NLD’s broker-dealer qualification.
Appears in 6 contracts
Samples: Underwriting Agreement (Copeland Trust), Underwriting Agreement (Copeland Trust), Underwriting Agreement (Copeland Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Fund, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the services listed in Section 2(a)(xiv) and clause (iii) of Appendix B hereto, as such services may be performed by the Fund, the distribution service 's independent accountant if appropriate. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust exercise its right to terminate this Agreement, including fees the Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket expenses and disbursements employee time (at 150% of its counsel and auditors, in connection salary) associated with the preparation copying and filing movement of records and material to any successor person and providing assistance to any successor person in the establishment of the Registration Statement accounts and Prospectus (including but not limited records necessary to carry out the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFDsuccessor's broker-dealer qualificationresponsibilities.
Appears in 6 contracts
Samples: Fund Accounting Agreement (Forum Funds), Administration Agreement (Forum Funds), Fund Accounting Agreement (Forum Funds)
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees to shall pay AFD Forum the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
clause (i) any applicable sales charge assessed upon investors of Appendix A hereto ("Administrative Services Fee"). Administrative Services Fees shall be accrued by the Fund daily and shall be payable monthly in connection with arrears on the purchase first day of Shares;
each calendar month for services performed under this Agreement during the prior calendar month. In consideration of certain additional services provided by Forum, the Fund shall pay Forum the fees set forth in clause (ii) of Appendix A hereto. These fees shall be payable (i) for those services for which an annual fee is charged ("Annual Charges"), in the same manner and at the same time as the Administrative Services Fees, and (ii) for other services, five days after notification to the Fund by Forum that the services were performed. Nothing in this Agreement shall require Forum to perform any of the services listed in clause (ii) of Appendix A hereto, as such services may be performed by an outside vendor if appropriate in the judgment of Forum and the Advisor. If Administrative Service Fees begin to accrue before the end of any month or if this Agreement terminates before the end of any month, all Administrative Services Fees and Annual Charges for the period from that date to the end of that month or from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption beginning of Shares;
(iii) from the Fund, the distribution service fees with respect that month to the Shares date of those classes termination, as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fundcase may be, the shareholder service fees with respect shall be prorated according to the Shares proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of those Classes this Agreement the Fund shall pay to Forum such compensation as designated in Schedule A for which a Service Plan is shall be payable prior to the effective (the "Shareholder Service Fee")date of termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Forum and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after Fund with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services on behalf of the Trust Fund in accordance with any distribution plan adopted by the Fund pursuant to secure any Distribution FeesRule 12b-1 under the Act, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD by services, (iii) service as a director or officer of the Trust under Fund and (iv) services to the Fund, which may include the types of services described in this Agreement, with respect to the creation of any Fund and the start-up of the Fund's operations.
(c) The Trust In the event that this Agreement is terminated, Forum shall be responsible reimbursed for all out-of-pocket costs and assumes reasonable charges associated with promptly transferring to its successor administrator or such other person as designated by the obligation for payment Fund the original or copies of all accounts and records maintained by Forum under this Agreement, and for cooperating with, and providing reasonable assistance to its successor or other person in the expenses establishment of the Trust, including fees accounts and disbursements of its counsel and auditors, in connection with records necessary to carry out the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration successor's or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFDother person's broker-dealer qualificationresponsibilities.
Appears in 5 contracts
Samples: Administration Agreement (Sound Shore Fund Inc), Administration Agreement (Sound Shore Fund Inc), Administration Agreement (Sound Shore Fund Inc)
Compensation and Expenses. (a) In consideration of AFD’s For the services provided hereunder, the Fund agrees Company shall pay Natixis Advisors a monthly fee (accrued daily) calculated at the annual rate of 0.05% of the Company’s average daily net assets.
(b) In addition, the Company shall reimburse Natixis Advisors for its reasonable out-of-pocket expenses as well as any other advances incurred by Natixis Advisors with the consent of the Company with respect to pay AFD its provision of services hereunder.
(c) For any period less than a full calendar month, any fees payable to Natixis Advisors for such period shall be pro-rated for such lesser period. All of the foregoing fees set forth and expenses will be billed monthly in Schedule B, attached heretoarrears by Natixis Advisors. The Service Fee set forth on Schedule B may be offset by any Company shall pay such fees and charges collected and retained by AFD as set forth below:reimburse such expenses promptly upon receipt of an invoice therefor and, in no event, later than five (5) business days after receipt of the invoice.
(id) The Company agrees promptly to reimburse Natixis Advisors for any applicable sales charge assessed upon investors equipment and supplies specially ordered by or for the Company through Natixis Advisors at the request or with the consent of the Company, and for any other expenses not contemplated by this Agreement that Natixis Advisors may incur on behalf of, at the request of, or with the consent of the Company.
(e) The Company will bear all expenses that are incurred in its operation and not specifically assumed by Natixis Advisors. Expenses to be borne by the Company, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel; cost of any services contracted for by the Company directly from parties other than Natixis Advisors; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of Shares;
(ii) from securities for the FundCompany; investment advisory fees; taxes, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities insurance premiums and other assets fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees; costs incidental to meetings of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf Board of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the TrustDirectors, including fees and disbursements expenses of its counsel Board members; the salary and auditors, in connection with the preparation and filing expenses of any non-affiliated officer or director/trustee or any employee of the Registration Statement Company; all costs and Prospectus (including but not limited expenses related to the expense of setting Company’s organization and operation in type the Registration Statement Cayman Islands; fidelity bond and Prospectus directors’ and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofofficers’ liability insurance; and (v) payable for standard transmission costs, including costs imposed by cost of independent pricing services used in computing the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationCompany’s net asset value.
Appears in 5 contracts
Samples: Administrative Services Agreement (Natixis Funds Trust II), Administrative Services Agreement (Natixis Funds Trust II), Administrative Services Agreement (Natixis Funds Trust II)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees Funds agree to pay AFD pay, or cause the Fund’s adviser(s) to pay, to NLD the fees and charges set forth in Schedule B, attached hereto. The Service Fee Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. All monthly fees and out-of-pocket expenses as set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFunds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the FundFunds, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the FundFunds, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Trust or its agent will calculate monthly the Distribution Fee and Shareholder Service Fee, if any, shall Fee and the amounts payable to each “selected dealer” and “selected agent” (as those terms are defined in Section 12 hereof) and provide to NLD and the investment adviser to the Funds (the “Adviser”) a monthly report (the “Monthly Report”) that describes the monthly Distribution Fee and Shareholder Service Fee and how such monthly Distribution Fee and Shareholder Service Fee are to be accrued daily by the allocated. The Trust or class thereof its agent will transmit to NLD by wire an amount equal to the monthly Distribution Fee and shall be paid monthly Shareholder Service Fee (the “Monthly Payment Amount”). From such Monthly Payment Amount, NLD or its designee will promptly transmit to each selected dealer and/or selected agent (as promptly as possible after applicable) the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or amount stipulated in the Monthly Report as being payable to such selected dealer and/or selected agent and retain for NLD’s benefit an amount equal to the monthly fees and out-of-pocket expenses then due to NLD hereunder. In the event the Monthly Payment Amount is insufficient to satisfy the Funds’ obligations to all selected dealers, selected agents, and NLD, the Adviser shall promptly pay, out of its own resources, the outstanding obligations. In the event the Monthly Payment Amount exceeds the amounts set forth in payable to all selected dealers, selected agents, and NLD, NLD or its designee will make the Plan(s)residual amount available to the Adviser to offset distribution and/or shareholder service expenses. The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees amounts owed AFD NLD by the Trust under this Agreement. Notwithstanding anything herein to the contrary, all fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust’s receipt of the invoice. Payments not received within fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost costs and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 4 contracts
Samples: Underwriting Agreement (Miller Investment Trust), Underwriting Agreement (Miller Investment Trust), Underwriting Agreement (Miller Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Fund, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the services listed in Section 2(a)(xiv) and clause (iii) of Appendix B hereto, as such services may be performed by the Fund, 's independent accountant if appropriate in the distribution service judgment of Forum. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust exercise its right to terminate this Agreement, including fees the Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket expenses and disbursements employee time (at 150% of its counsel and auditors, in connection salary) associated with the preparation copying and filing movement of records and material to any successor person and providing assistance to any successor person in the establishment of the Registration Statement accounts and Prospectus (including but not limited records necessary to carry out the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFDsuccessor's broker-dealer qualificationresponsibilities.
Appears in 4 contracts
Samples: Fund Accounting Agreement (Norwest Advantage Funds /Me/), Fund Accounting Agreement (Cutler Trust), Fund Accounting Agreement (Memorial Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees and charges outlined below and the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 4 contracts
Samples: Underwriting Agreement (Epiphany Funds), Underwriting Agreement (Nile Capital Investment Trust), Underwriting Agreement (North Country Funds)
Compensation and Expenses. (a) In consideration of AFD’s services hereunderthe Services provided by Atlantic pursuant to this Agreement, the Fund agrees Trust shall pay Atlantic, with respect to pay AFD each Fund, the fees set forth in Schedule Ba separate document agreed to from time to time by the Parties (the “Fee Schedule”). These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. Reimbursement shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, attached hereto. The Service Fee set forth on Schedule B may be offset by any all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Atlantic such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Atlantic and Shareholder Service Fee, if any, shall be accrued daily by its Affiliated Persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services not covered by this Agreement on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD services not covered by the Trust under this Agreement, and (iii) service as a trustee of the Trust.
(c) In connection with the Services provided by Atlantic pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Atlantic for the expenses set forth in the Fee Schedule. In addition, the Trust, on behalf of the applicable Fund, shall reimburse Atlantic for all expenses and employee time (at 150% of salary) attributable to any review, outside of routine and normal periodic reviews or other reviews provided for under this Agreement, of the Trust’s accounts and records by the Trust’s independent accountants or any regulatory body of which the Trust is first notified and that are not attributable to any negligent action or inaction of Atlantic or any custodian that was (as of the relevant time period) an Affiliate of Atlantic.
(d) Atlantic may, with respect to questions of Law relating to its Services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Atlantic. The costs of any such advice or opinion of counsel to the Trust shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements Atlantic shall notify the Trust of its counsel any such advice for which the Trust bears the costs and auditors, in connection shall cooperate with the preparation and filing of the Registration Statement and Prospectus (including but not limited Trust to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in ensure that such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationare reasonable.
Appears in 4 contracts
Samples: Services Agreement (Us Global Investors Funds), Services Agreement (Us Global Investors Funds), Services Agreement (Forum Funds Ii)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderpursuant to this Agreement, the Fund Transfer Agent will pay to DST monthly a reasonable compensation for all services rendered as an agent (the "Compensation"); provided, however, that during years 2 through 5 of this Agreement DST will provide to the Fund Transfer Agent a monthly credit against the Invoice, as hereinafter defined, for the previous month (the "DST Payment Amount"). The Compensation and the DST Payment Amount are set forth in Exhibit B.
B. The Fund Transfer Agent also agrees promptly to reimburse DST for all reasonable out-of-pocket expenses described on Exhibit C hereto that are incurred in the provision of services pursuant to this Agreement (the "Reimbursable Expenses"). The Fund Transfer Agent agrees to pay AFD the fees set forth postage expenses at least one day in Schedule B, attached heretoadvance if so requested. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundIn addition, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with other reasonable out-of-pocket expenses incurred by DST to provide services not contemplated by this Agreement at the redemption written request of Shares;
(iii) from the Fund, Fund Transfer Agent will be promptly reimbursed by the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")Fund Transfer Agent.
(b) C. The Distribution Fee Compensation, Reimbursable Expenses and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and any other amounts owed to DST under this Agreement shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth thirtieth (5th30th) day after receipt of a statement therefor (an "Invoice") by the Fund Business Day after month-end, at Transfer Agent (the rate or in the amounts set forth in the Plan(s"Due Date"). The Trust grants Invoice shall (i) identify the amount of all Compensation owed under this Agreement for services provided during the prior month, (ii) identify the amount of any DST Payment owed to the Fund Transfer Agent during the period covered by the Invoice, the basis for calculating such amount, and transfers to AFD reflect a general lien credit for such DST Payment, (iii) be itemized for Reimbursable Expenses and security interest in any and all securities and other assets (iv) be accompanied by such supporting material as shall be reasonably required for substantiation of the Trust now foregoing. The Fund Transfer Agent is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or hereafter maintained in an account at before the Trust’s custodian on behalf of the Trust Due Date will give rise to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD costs to DST not contemplated by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the expense event that any amounts due hereunder are not received by DST by the Due Date, the Fund Transfer Agent shall pay a late charge equal to the lesser of setting in type the Registration Statement maximum amount permitted by applicable law or the product of one and Prospectus one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders)including the day on which payment is received by DST. The Trust shall bear the cost parties hereby agree that such late charge represents a fair and expenses (i) reasonable computation of the registration costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Shares for sale under Fund Transfer Agent's or DST's default or prevent the Securities Act; (ii) of non-defaulting party from exercising any other rights and remedies available to it.
D. In the registration or qualification of event that the Shares for sale under Fund Transfer Agent disputes any charges reflected in the securities laws of Invoice, the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD Fund Transfer Agent shall pay all expenses relating undisputed amounts or portions thereof and notify DST in writing on or before the Due Date of any amounts, or portions thereof, in the Invoice that the Fund Transfer Agent is disputing in good faith. If the parties thereafter agree on the amount to AFDbe paid, the Fund Transfer Agent shall pay such disputed amount within thirty (30) days after the day on which the parties reach an agreement on such amount (a "Revised Due Date"). In the event that the parties fail to agree on any question of prices or fees hereunder, the disputed question shall be resolved by arbitration pursuant to the then current Commercial Rules of the American Arbitration Association. If the arbitrators issue a decision that the Fund Transfer Agent owes any amounts to DST for disputed charges, the Fund Transfer Agent shall pay such disputed charges within thirty (30) days after the arbitrators' decision is given to the parties (a "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after a Revised Due Date.
E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows:
(1) On the first day of each new term, in accordance with the "Fee Increases" provision in Exhibit B;
(2) DST may increase the fees and charges set forth on Exhibit B upon at least ninety (90) days prior written notice if changes in existing laws, rules or regulations materially increase DST's broker-dealer qualificationcost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Fund Transfer Agent which features are not consistent with the Fund Transfer Agent's current processing requirements;
(4) In the event DST, at the Fund Transfer Agent's request or direction, performs Exception Services, which Exception Services are not included among the Services set forth in Exhibit A, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST's cost of performance; and
(5) If the number of billable open securityholder accounts in the Funds for which DST is providing services under this Agreement decreases by ten percent (10%) or more from the number of such securityholder accounts DST serviced on the TA2000 System on December 31, 2002, the Fund Transfer Agent, at DST's request, hereby agrees to renegotiate in good faith the fees and charges set forth on Exhibit B. If DST notifies the Fund Transfer Agent of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Fund Transfer Agent's aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operating the enhanced TA2000 system. If DST notifies the Fund Transfer Agent of an increase in fees or charges under subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon new or increased fees to cover such new Fund Transfer Agent feature or the performance of Exception Services.
Appears in 4 contracts
Samples: Agency Agreement (Bt Investment Funds), Agency Agreement (Scudder Flag Investors Communications Fund Inc), Agency Agreement (Bt Institutional Funds)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by Forum pursuant to this Agreement, the Fund Trust, on behalf of each Fund, agrees to pay AFD Forum the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clauses (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
and (ii) of Appendix B hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination and Forum shall reimburse the Fund for any advanced fees paid with respect to the Shares period on or after the date of those classes as designated termination. The Trust acknowledges that Forum may from time to time earn money on amounts in Schedule A for which a Plan is effective the deposit accounts maintained by Forum to service the Funds (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"and other clients serviced by Forum).
(b) The Distribution Fee and Shareholder Service FeeIn connection with the services provided by Forum pursuant to this Agreement, if anythe Trust, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day on behalf of each calendar month but in any event on or before Fund, agrees to reimburse Forum for the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts expenses set forth in the Plan(s)Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the applicable Fund, shall reimburse Forum for all reasonable incurred expenses and employee time that are (i) billed to the Trust by Forum and (ii) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews or examinations. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all reasonable incurred out-of-pocket expenses and employee time that are (i) billed to the Trust by Forum and (ii) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities; provided, however, that the Trust shall not be required to reimburse Forum for any employee time if the Trust has terminated this Agreement because Forum has breached any material representation, warranty, covenant or obligation and has failed to cure such breach within a reasonable time after notice thereof from the Trust.
(c) The Trust All fees and reimbursements shall be responsible and assumes the obligation for payment of all the expenses payable monthly. The Trust, on behalf of the Trustapplicable Fund, including agrees to pay all fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus reimbursable expenses within thirty (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i30) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationbusiness days.
Appears in 4 contracts
Samples: Transfer Agency and Services Agreement (Wright Asset Allocation Trust), Transfer Agency and Services Agreement (Wright Managed Equity Trust), Transfer Agency and Services Agreement (Catholic Values Investment Trust)
Compensation and Expenses. (a) In The Fund acknowledges that Foreside will enter into a separate services agreement with the Investment Adviser pursuant to which the Investment Adviser will compensate Foreside and reimburse certain expenses of Foreside in consideration of AFD’s services hereunder, provided by Foreside to the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees Investment Adviser with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service FeeForeside may receive a placement fee from the Fund in connection with the sale of Units by Financial Intermediaries, if any, shall be accrued daily by the Trust or class thereof and which fee shall be paid monthly as promptly as possible after to such Financial Intermediaries pursuant to a Sub-Placement Agent Agreement entered into by and between Foreside and each Financial Intermediary. For avoidance of doubt, any such payment of placement fees pursuant to a Sub-Placement Agent Agreement may be effected by the last day relevant Financial Intermediary (i) charging such placement fee directly to the relevant client, (ii) netting the amount of each calendar month but in any event on or before such placement fee against the fifth subscription amount paid over to the Fund and (5thiii) Fund Business Day after month-endretaining such placement fee amount for the Financial Intermediary's own account, at subject to Foreside's consent and the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets terms of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this relevant Sub-Placement Agent Agreement.
(c) The Trust shall Fund will pay, or will cause to be responsible paid, all costs and assumes expenses relating to (i) the obligation preparation and photocopying or printing of its Offering Memorandum, and all amendments and supplements thereto, and Related Offering Materials; (ii) the exemption from registration or qualification of Units for payment offer and sale under Regulation D and under all relevant Blue Sky Laws; (iii) the furnishing to Foreside of all the expenses copies of the TrustFund’s Offering Memorandum and all amendments or supplements thereto and of Related Offering Materials and other documents reasonably requested by Foreside, in such quantities as may be reasonably requested by Foreside, including costs of shipping and mailing; (iv) fees and disbursements of its counsel and auditors, to the Fund in connection with the preparation organization and filing maintenance of the Registration Statement Fund and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected transactions contemplated by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofthis Agreement; and (v) payable for standard transmission costsall other expenses of the Fund which are not the express obligations of Foreside as set forth in this Agreement.
(d) As between Foreside and the Fund, including costs imposed by the National Securities Clearing Corporation. AFD Foreside shall pay all expenses relating to AFD's its broker-dealer qualification.
Appears in 4 contracts
Samples: Private Placement Agent Agreement (Partners Group Private Equity (Institutional TEI), LLC), Private Placement Agent Agreement (Partners Group Private Equity, LLC), Private Placement Agent Agreement (Partners Group Private Equity (Institutional), LLC)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees Funds agree to pay AFD pay, or cause the Funds’ adviser(s) to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFunds, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares;
(iii) from the FundFunds, the distribution service fees with respect to the Shares of those classes as designated in Schedule A the Funds for which a Plan is effective (the "“Distribution Fee"”); and
(iv) from the FundFunds, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A the Funds for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of type-setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various Statesstates; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State state for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFD's NLD’s broker-dealer qualification.
Appears in 4 contracts
Samples: Underwriting Agreement (Forethought Variable Insurance Trust), Underwriting Agreement (Forethought Variable Insurance Trust), Underwriting Agreement (Forethought Variable Insurance Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Fund, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the services listed in Section 2(a)(xiv) and clause (iii) of Appendix B hereto, as such services may be performed by the Fund, the distribution service 's independent accountant if appropriate. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(cd) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Forum. The Trust costs of any such advice or opinion shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 4 contracts
Samples: Fund Accounting Agreement (CRM Funds), Fund Accounting Agreement (Schroder Capital Funds /Delaware/), Fund Accounting Agreement (CRM Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees Trust will pay to pay AFD the fees set forth in Schedule BBOSTON FINANCIAL, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees from time to time, a reasonable compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL's reasonable billable out-of-pocket expenses or disbursements ("Compensation and charges collected and retained by AFD as set forth below:
(iExpenses") any applicable sales charge assessed upon investors incurred in connection with the purchase agency. "Expenses" are more fully described in Section 6.B. of Shares;this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL within a reasonable time, BOSTON FINANCIAL may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors B. The Trust also agrees promptly to reimburse BOSTON FINANCIAL for all reasonable billable out-of-pocket expenses or disbursements incurred by BOSTON FINANCIAL in connection with the redemption performance of Shares;
services under this Agreement including, but not limited to: expenses for postage; express delivery services; freight charges; envelopes, checks, drafts, forms (iii) from continuous or otherwise); specially requested reports and statements; telephone calls; telegraphs; stationery supplies; counsel fees incurred in connection with the Fund, review of the distribution service fees with respect legal sufficiency of documentation provided by a shareholder or otherwise as to the Shares advisability of those classes complying with the request or instruction of a shareholder or person purporting to act on behalf of a shareholder (provided that BOSTON FINANCIAL provides the Trust with reasonable advance notice of any such request and permits the Trust to elect to undertake its own review of the legal sufficiency of such documentation or as designated to the advisability of complying with such request or instruction); outside printing and mailing firms (including DST Output, Inc. and its affiliates ("DST Output"); magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust's request) and magnetic tape handling charges; off-site record storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes); computer equipment installed at the Trust's request at the Trust's or a third party's premises; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and BOSTON FINANCIAL on the other; proxy soliciting, processing and/or tabulating costs; transmission of statement data for remote printing or processing other than by DST Output; and National Securities Clearing Corporation ("NSCC") transaction fees to the extent any of the foregoing are paid or incurred by BOSTON FINANCIAL. The Trust agrees to pay postage expenses at least one day in Schedule A for which a Plan is effective advance if so requested. In addition, any other expenses incurred by BOSTON FINANCIAL at the request or with the consent of the Trust will be promptly reimbursed by the Trust.
C. Amounts due hereunder shall be due and paid on or before the sixtieth (60th) calendar day after receipt of the invoice therefor by the Trust (the "Distribution FeeDue Date"); and
(iv) from the Fund, the shareholder service fees with respect . The Trust is aware that its failure to the Shares of those Classes as designated pay all amounts in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall timely fashion so that they will be accrued daily received by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event BOSTON FINANCIAL on or before the Due Date will give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that during any twelve (12) month period the Trust pays any four (4) or more of its invoices after their respective Due Dates, then BOSTON FINANCIAL may charge and the Trust shall pay a late charge for any future invoices paid after the applicable Due Date and such late charge shall be equal to the lesser of the maximum amount permitted by applicable law or the London Interbank Overnight Rate times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by BOSTON FINANCIAL. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust's or BOSTON FINANCIAL's default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in writing of any disputed charges for billable expenses that it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day business day after month-endthe day on which BOSTON FINANCIAL provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:
(1) On the first day of each anniversary of this Agreement, subject to Note D of Exhibit A;
(2) BOSTON FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase BOSTON FINANCIAL's cost of performance hereunder;
(3) BOSTON FINANCIAL may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust's current processing requirements; and
(4) In the event BOSTON FINANCIAL, at the rate Trust's request or in direction, performs Exception Services, BOSTON FINANCIAL shall be entitled to increase the amounts fees and charges for such Exception Services from those set forth in on Exhibit A to the Plan(s)extent such Exception Services increase BOSTON FINANCIAL's cost of performance. The Trust grants and transfers This provision shall not apply to AFD a general lien and security interest in any and all securities and other assets the Exception Services, if any, being provided as of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf date of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust , which the parties shall be responsible mutually agree upon and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.set forth on Schedule 6.E.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Jpmorgan Insurance Trust), Transfer Agency Agreement (JPMorgan Institutional Trust), Transfer Agency Agreement (JPMorgan Trust I)
Compensation and Expenses. (a) In consideration of AFD’s services hereunderthe Services provided by Atlantic pursuant to this Agreement, the Fund agrees Trust shall pay Atlantic, with respect to pay AFD each Fund, the fees set forth in Schedule Ba separate document agreed to from time to time by the Parties (the "Fee Schedule"). These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. Reimbursement shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, attached hereto. The Service Fee set forth on Schedule B may be offset by any all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Atlantic such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Atlantic and Shareholder Service Fee, if any, shall be accrued daily by its Affiliated Persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services not covered by this Agreement on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD services not covered by the Trust under this Agreement, and (iii) service as a trustee of the Trust.
(c) In connection with the Services provided by Atlantic pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Atlantic for the expenses set forth in the Fee Schedule. In addition, the Trust, on behalf of the applicable Fund, shall reimburse Atlantic for all expenses and employee time (at 150% of salary) attributable to any review, outside of routine and normal periodic reviews or other reviews provided for under this Agreement, of the Trust's accounts and records by the Trust's independent accountants or any regulatory body of which the Trust is first notified and that are not attributable to any negligent action or inaction of Atlantic or any custodian that was (as of the relevant time period) an Affiliate of Atlantic.
(d) Atlantic may, with respect to questions of Law relating to its Services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Atlantic. The costs of any such advice or opinion of counsel to the Trust shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements Atlantic shall notify the Trust of its counsel any such advice for which the Trust bears the costs and auditors, in connection shall cooperate with the preparation and filing of the Registration Statement and Prospectus (including but not limited Trust to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in ensure that such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationare reasonable.
Appears in 3 contracts
Samples: Services Agreement (Altmfx Trust), Services Agreement (Altx Trust), Services Agreement (Forum Funds Ii)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund will pay to DST from time to time the compensation for all services rendered as Agent, and also, its reasonable out-of-pocket expenses, provided that such reasonable out-of-pocket expenses in excess of $100 are approved in advance in writing by the Fund or are set forth on Exhibit A attached hereto, (“Compensation and Expenses”) set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17.
B. The Fund also agree promptly to reimburse DST for those reasonable out-of-pocket expenses, provided that any such reasonable out-of-pocket expenses in excess of $100 are approved in advance in writing by the Fund or are set forth on Exhibit A attached hereto, incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including DST Output, LLC), magnetic tapes, reels or cartridges (if sent to the Fund or to a third party at the Fund’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Fund’s request at the Fund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and National Securities Clearing Corporation (“NSCC”) transaction fees to the extent any of the foregoing are paid by DST. The Fund agrees to pay AFD postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection written request or with the purchase written consent of Shares;
(ii) from the Fund will be promptly reimbursed by the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily by the Trust or class thereof due and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth thirtieth (5th30th) business day after receipt of the statement therefor by the Fund Business Day after month-end, at (the rate or in the amounts set forth in the Plan(s“Due Date”). The Trust grants and transfers Fund is aware that its failure to AFD pay all amounts in a general lien and security interest in any and all securities and other assets of timely fashion so that they will be received by DST on or before the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust Due Date will give rise to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD costs to DST not contemplated by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the expense event that any amounts due hereunder are not received by DST by the Due Date, the e Fund shall pay a late charge equal to the lesser of setting the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in type no event constitute a waiver of the Registration Statement Fund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and Prospectus remedies available to it.
D. In the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and printing sufficient quantities notify DST in writing of any disputed charges for internal compliance, regulatory purposes and billable expenses which it is disputing in good faith. Payment for distribution such disputed charges shall be due on or before the close of the tenth (10th) business day after the day on which DST provides to current shareholdersthe Fund documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.
E. The Trust fees and charges set forth on Exhibit A shall bear increase or may be increased as follows:
(1) On the cost first day of each new term, in accordance with the “Fee Increases” provision in Exhibit A;
(2) DST may increase the fees and expenses charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) of the registration of the Shares for sale under the Securities Act; require substantial system modifications or (ii) materially increase cost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Fund which features are not consistent with the Fund’s current processing requirements; and
(4) In the event DST, at the Fund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Fund’s allocable portion of the registration cost of developing the new software to comply with regulatory charges and for the increased cost of operation. If DST notifies the Fund of an increase in fees or qualification charges under subparagraphs (3) or (4) of this Section 6.E., the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable parties shall confer, diligently and in connection therewithgood faith, of qualifying the Funds, (but not AFD) as an issuer or as and agree upon a broker or dealer, in new fee to cover such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationnew fund feature.
Appears in 3 contracts
Samples: Agency Agreement (KKR Alternative Corporate Opportunities Fund P), Agency Agreement (KKR Series Trust), Agency Agreement (KKR Alternative Corporate Opportunities Fund)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants All fees set forth herein shall be due and transfers to AFD a general lien payable upon receipt of invoice and security interest in any and all securities and other assets shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust now or hereafter maintained in an account Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD maximum amount permitted by the Trust under this Agreementlaw.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Morgan Creek Series Trust), Underwriting Agreement (Morgan Creek Series Trust), Underwriting Agreement (Morgan Creek Series Trust)
Compensation and Expenses. (a) In consideration Whether or not the transactions contemplated hereby shall be consummated, each of AFD’s services hereunder, the Fund Loan Parties jointly and severally agrees to pay AFD the fees set forth in Schedule Bpay, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth belowpromptly within 30 days following demand:
(i) any applicable sales charge assessed upon investors in connection with reasonable compensation to the purchase of SharesCollateral Agent and its agents, co-agents and sub-agents;
(ii) from all reasonable costs and expenses incurred in the Fundpreparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Sharesother Collateral Document or any consent, amendment, waiver or other modification relating thereto;
(iii) from all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the FundCollateral Agent in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the distribution service fees with respect other Collateral Documents or any consent, amendment waiver or other modification relating thereto and any other document or matter requested by one or more Loan Parties;
(iv) all reasonable costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums;
(v) all reasonable costs of any opinion of counsel required hereby to be delivered to the Shares Collateral Agent or requested by the Collateral Agent in connection herewith;
(vi) all other reasonable costs and expenses incurred by the Collateral Agent in connection with the negotiation, preparation and execution of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee")Collateral Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of its rights or performance of its obligations by the Collateral Agent thereunder; and
(ivvii) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee all reasonable costs and Shareholder Service Fee, if any, shall be accrued daily expenses incurred by the Trust Collateral Agent in connection with the preservation, collection, foreclosure or class thereof and shall be paid monthly as promptly as possible after enforcement of the last day Liens granted by the Collateral Documents or any interest, right, power or remedy of each calendar month but the Collateral Agent or in connection with the collection or enforcement of any of the Finance Obligations or the proof, protection, administration or resolution of any claim based upon the Finance Obligations in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the TrustInsolvency Proceeding, including all reasonable fees and disbursements of its counsel and attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent, the Trustee, a Term Loan Agent or the Swap Representative. The agreements in connection with the preparation and filing this Section 7.07 shall survive repayment of the Registration Statement Senior Secured Notes, any Term Loans and Prospectus (including but not limited to the expense of setting in type the Registration Statement Swap Obligations and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) all other amounts payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationhereunder.
Appears in 3 contracts
Samples: Intercreditor and Collateral Agency Agreement, Intercreditor and Collateral Agency Agreement (Duane Reade), Intercreditor and Collateral Agency Agreement (Duane Reade Holdings Inc)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund The Trust agrees to pay AFD the fees CFA compensation for its services as set forth in Schedule B, A attached hereto. The Service Fee , or as shall be set forth in amendments to such schedule approved by the Board of Trustees of the Trust (the "Board") and CFA. Fees will begin to accrue for each Fund on Schedule B the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be offset prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Fund shall pay to CFA such compensation as shall be payable prior to the effective date of termination. In addition, the Trust shall reimburse CFA from the assets of each Fund certain reasonable expenses incurred by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors CFA on behalf of each Fund individually in connection with the purchase performance of Shares;
(ii) from the Fundthis Agreement. Such out-of-pocket expenses shall include, any applicable contingent deferred sales charge ("CDSC") assessed upon investors but not be limited to: documented fees and costs of obtaining advice of Fund counsel or accountants in connection with its services to each Fund; postage; long distance telephone; special forms required by each Fund; any economy class travel which may be required in the redemption performance of Shares;
(iii) from the its duties to each Fund; and any other extraordinary expenses it may incur in connection with its services to each Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall provided that such extraordinary expenses must be accrued daily approved by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day Board of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets Trustees of the Trust now or hereafter maintained prior to any reimbursement. All fees and reimbursements are payable in an account at arrears on a monthly basis and the Trust’s custodian , on behalf of the Trust applicable Fund, agrees to secure any Distribution Fees, Shareholder Service Fees, or other pay all fees owed AFD by the Trust under this Agreement.
and reimbursable expenses within five (c5) The Trust shall be responsible and assumes the obligation for payment of all the expenses business days following receipt of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 3 contracts
Samples: Accounting Services Agreement (World Funds Trust), Accounting Services Agreement (World Funds Trust), Accounting Services Agreement (World Funds Trust)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund The Trust agrees to pay AFD the fees CFS compensation for its services provided pursuant to this Agreement, as set forth in Schedule BC hereto, attached heretoor as shall be set forth in amendments to such schedule approved by the Board of Trustees of the Trust (the "Board") and CFS. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Fund shall pay to CFS such compensation as shall be payable prior to the effective date of termination. The Service Fee set forth Fund acknowledges that CFS may from time to time earn money on Schedule B may be offset amounts in the deposit accounts maintained by any fees CFS to service the Funds (and charges collected and retained other clients serviced by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in CFS). In connection with the purchase services provided by CFS pursuant to this Agreement, the Trust, on behalf of Shares;
(ii) from the each Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with agrees to reimburse CFS for the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts expenses set forth in the Plan(s)Schedule C hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse CFS for all reasonable expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses review of the Trust, including 's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. All fees and disbursements of its counsel reimbursements are payable in arrears on a monthly basis and auditorsthe Trust, in connection with the preparation and filing on behalf of the Registration Statement applicable Fund, agrees to pay all fees and Prospectus reimbursable expenses within five (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i5) business days following receipt of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 3 contracts
Samples: Transfer Agency and Services Agreement (World Funds Trust), Transfer Agency and Services Agreement (World Funds Trust), Transfer Agency and Services Agreement (World Funds Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(ivii) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s)Service Plan. The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, Fees or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus PPM (including but not limited to the expense of setting in type the Registration Statement and Prospectus PPM and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale Funds under the Securities 1940 Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(b) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(b) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Distribution Agreement (Princeton Private Investments Access Fund), Distribution Agreement (Princeton Private Equity Fund), Distribution Agreement (Princeton Private Equity Fund)
Compensation and Expenses. (a) In The Fund acknowledges that Foreside will enter into a separate services agreement with the Investment Manager pursuant to which the Investment Manager will compensate Foreside and reimburse certain expenses of Foreside in consideration of AFD’s services hereunder, provided by Foreside to the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees Investment Manager with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service FeeForeside may receive a placement fee from the Fund in connection with the sale of Units by Financial Intermediaries, if any, shall be accrued daily by the Trust or class thereof and which fee shall be paid monthly as promptly as possible after to such Financial Intermediaries pursuant to a Sub-Placement Agent Agreement entered into by and between Foreside and each Financial Intermediary. For avoidance of doubt, any such payment of placement fees pursuant to a Sub-Placement Agent Agreement may be effected by the last day relevant Financial Intermediary (i) charging such placement fee directly to the relevant client, (ii) netting the amount of each calendar month but in any event on or before such placement fee against the fifth subscription amount paid over to the Fund and (5thiii) Fund Business Day after month-endretaining such placement fee amount for the Financial Intermediary’s own account, at subject to Foreside’s consent and the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets terms of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this relevant Sub-Placement Agent Agreement.
(c) The Trust shall Fund will pay, or will cause to be responsible paid, all costs and assumes expenses relating to (i) the obligation preparation and photocopying or printing of its Offering Memorandum, and all amendments and supplements thereto, and Related Offering Materials; (ii) the exemption from registration or qualification of Units for payment offer and sale under Regulation D and under all relevant Blue Sky Laws; (iii) the furnishing to Foreside of all the expenses copies of the TrustFund’s Offering Memorandum and all amendments or supplements thereto and of Related Offering Materials and other documents reasonably requested by Foreside, in such quantities as may be reasonably requested by Foreside, including costs of shipping and mailing; (iv) fees and disbursements of its counsel and auditors, to the Fund in connection with the preparation organization and filing maintenance of the Registration Statement Fund and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected transactions contemplated by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofthis Agreement; and (v) payable for standard transmission costsall other expenses of the Fund which are not the express obligations of Foreside as set forth in this Agreement.
(d) As between Foreside and the Fund, including costs imposed by the National Securities Clearing Corporation. AFD Foreside shall pay all expenses relating to AFD's its broker-dealer qualification.
Appears in 3 contracts
Samples: Private Placement Agent Agreement (JHW Pan Asia Strategies Fund, LLC), Private Placement Agent Agreement (JHW Pan Asia Strategies Master Fund, LLC), Private Placement Agent Agreement (JHW Pan Asia Strategies TE Fund, LLC)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees Funds agree to pay, or cause the Funds’ adviser(s) to pay AFD to NLD the fees set forth in Schedule B, attached hereto. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFunds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the FundFunds, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the FundFunds, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost costs and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Two Roads Shared Trust), Underwriting Agreement (Two Roads Shared Trust), Underwriting Agreement (DMS Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement of the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Northern Lights Fund Trust Ii), Underwriting Agreement (Northern Lights Fund Trust Ii), Underwriting Agreement (Northern Lights Fund Trust Ii)
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Class of each of the Funds, the fees set forth in Schedule B, attached Appendix B hereto. The Service Fee set forth These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on Schedule B the first day of each calendar month for services performed under this Agreement during the prior calendar month. In the event that any of the legal services identified in Appendix C hereto are provided to the Trust by personnel of the legal department of Forum, they will be provided at no additional charge to the Trust except those matters designated as Special Legal Services, as to which Forum may charge, and the Trust shall pay an additional amount as reimbursement of the cost of Forum providing such services. Reimbursement shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. Nothing in this Agreement shall require Forum to provide any of the services listed in Appendix C hereto, as such services may be offset performed by an outside vendor if appropriate in the judgment of Forum. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible for and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditorsexpenses, in connection with including: (a) the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (iib) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) fees payable to each State for continuing registration or qualification therein until investment adviser under an agreement between the Funds decide to discontinue registration or qualification pursuant to Section 6(cinvestment adviser and the Trust; (c) hereof; expenses of issue, repurchase and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.redemption of Shares;
Appears in 3 contracts
Samples: Administration Agreement (Monarch Funds), Administration Agreement (Monarch Funds), Administration Agreement (Monarch Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, NLD shall be entitled to collect and retain the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any following fees and charges collected and retained by AFD as set forth belowcharges:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect payable pursuant to the Shares of those classes as designated any Plan then in Schedule A for which a Plan is effective effect (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect payable pursuant to the Shares of those Classes as designated in Schedule A for which a any Service Plan is effective then in effect (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof Fund and shall be paid to NLD monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Saratoga Advantage Trust), Underwriting Agreement (Saratoga Advantage Trust), Underwriting Agreement (Saratoga Advantage Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, All fees set forth herein shall be accrued daily by the Trust or class thereof due and payable upon receipt of invoice and shall be paid monthly as promptly as possible after considered late if payment is not received by NLD within fifteen (15) days of the last day Fund’s receipt of each calendar month but in any event on or before the fifth invoice. Payments not received with fifteen (5th15) Fund Business Day after month-end, days may be assessed interest at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD maximum amount permitted by the Trust under this Agreementlaw.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Mutual Fund & Variable Insurance Trust), Underwriting Agreement (Mutual Fund Series Trust), Underwriting Agreement (Mutual Fund Series Trust)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderpursuant to this Agreement, the Fund Transfer Agent will pay to DST monthly a reasonable compensation for all services rendered as an agent (the "Compensation"); provided, however, that during years 2 through 5 of this Agreement DST will provide to the Fund Transfer Agent a monthly credit against the Invoice, as hereinafter defined, for the previous month (the "DST Payment Amount"). The Compensation and the DST Payment Amount are set forth in Exhibit B.
B. The Fund Transfer Agent also agrees promptly to reimburse DST for all reasonable out-of-pocket expenses described on Exhibit C hereto that are incurred in the provision of services pursuant to this Agreement (the "Reimbursable Expenses"). The Fund Transfer Agent agrees to pay AFD the fees set forth postage expenses at least one day in Schedule B, attached heretoadvance if so requested. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundIn addition, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with other reasonable out-of-pocket expenses incurred by DST to provide services not contemplated by this Agreement at the redemption written request of Shares;
(iii) from the Fund, Fund Transfer Agent will be promptly reimbursed by the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")Fund Transfer Agent.
(b) C. The Distribution Fee Compensation, Reimbursable Expenses and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and any other amounts owed to DST under this Agreement shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth thirtieth (5th30th) day after receipt of a statement therefor (an "Invoice") by the Fund Business Day after month-end, at Transfer Agent (the rate or in the amounts set forth in the Plan(s"Due Date"). The Trust grants Invoice shall (i) identify the amount of all Compensation owed under this Agreement for services provided during the prior month, (ii) identify the amount of any DST Payment owed to the Fund Transfer Agent during the period covered by the Invoice, the basis for calculating such amount, and transfers to AFD reflect a general lien credit for such DST Payment, (iii) be itemized for Reimbursable Expenses and security interest in any and all securities and other assets (iv) be accompanied by such supporting material as shall be reasonably required for substantiation of the Trust now foregoing. The Fund Transfer Agent is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or hereafter maintained in an account at before the Trust’s custodian on behalf of the Trust Due Date will give rise to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD costs to DST not contemplated by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the expense event that any amounts due hereunder are not received by DST by the Due Date, the Fund Transfer Agent shall pay a late charge equal to the lesser of setting in type the Registration Statement maximum amount permitted by applicable law or the product of one and Prospectus one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders)including the day on which payment is received by DST. The Trust shall bear the cost parties hereby agree that such late charge represents a fair and expenses (i) reasonable computation of the registration costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Shares for sale under Fund Transfer Agent's or DST's default or prevent the Securities Act; (ii) of non-defaulting party from exercising any other rights and remedies available to it.
D. In the registration or qualification of event that the Shares for sale under Fund Transfer Agent disputes any charges reflected in the securities laws of Invoice, the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD Fund Transfer Agent shall pay all expenses relating undisputed amounts or portions thereof and notify DST in writing on or before the Due Date of any amounts, or portions thereof, in the Invoice that the Fund Transfer Agent is disputing in good faith. If the parties thereafter agree on the amount to AFDbe paid, the Fund Transfer Agent shall pay such disputed amount within thirty (30) days after the day on which the parties reach an agreement on such amount (a "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after a Revised Due Date.
E. The fees and charges set forth on Exhibit B shall increase or may be increased as follows:
(1) On the first day of each new term, in accordance with the "Fee Increases" provision in Exhibit B;
(2) DST may increase the fees and charges set forth on Exhibit B upon at least ninety (90) days prior written notice if changes in existing laws, rules or regulations materially increase DST's broker-dealer qualificationcost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Fund Transfer Agent which features are not consistent with the Fund Transfer Agent's current processing requirements;
(4) In the event DST, at the Fund Transfer Agent's request or direction, performs Exception Services, which Exception Services are not included among the Services set forth in Exhibit A, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST's cost of performance; and
(5) If the number of billable open securityholder accounts in the Funds for which DST is providing services under this Agreement decreases by ten percent (10%) or more from the number of such securityholder accounts DST serviced on the TA2000 System on December 31, 2002, the Fund Transfer Agent, at DST's request, hereby agrees to renegotiate in good faith the fees and charges set forth on Exhibit B. If DST notifies the Fund Transfer Agent of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Fund Transfer Agent's aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operating the enhanced TA2000 system. If DST notifies the Fund Transfer Agent of an increase in fees or charges under subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon new or increased fees to cover such new Fund Transfer Agent feature or the performance of Exception Services.
Appears in 3 contracts
Samples: Agency Agreement (Bt Pyramid Mutual Funds), Agency Agreement (Scudder Flag Investors Value Builder Fund Inc), Agency Agreement (Scudder Flag Investors Equity Partners Fund Inc)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees Trust will pay to pay AFD the fees set forth in Schedule BBOSTON FINANCIAL, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees from time to time, a reasonable compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL’s reasonable billable out-of-pocket expenses or disbursements (“Compensation and charges collected and retained by AFD as set forth below:
(iExpenses”) any applicable sales charge assessed upon investors incurred in connection with the purchase agency. “Expenses” are more fully described in Section 6.B. of Shares;this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL within a reasonable time, BOSTON FINANCIAL may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors B. The Trust also agrees promptly to reimburse BOSTON FINANCIAL for all reasonable billable out-of-pocket expenses or disbursements incurred by BOSTON FINANCIAL in connection with the redemption performance of Shares;
services under this Agreement including, but not limited to: expenses for postage; express delivery services; freight charges; envelopes, checks, drafts, forms (iii) from continuous or otherwise); specially requested reports and statements; telephone calls; telegraphs; stationery supplies; counsel fees incurred in connection with the Fund, review of the distribution service fees with respect legal sufficiency of documentation provided by a shareholder or otherwise as to the Shares advisability of those classes complying with the request or instruction of a shareholder or person purporting to act on behalf of a shareholder (provided that BOSTON FINANCIAL provides the Trust with reasonable advance notice of any such request and permits the Trust to elect to undertake its own review of the legal sufficiency of such documentation or as designated in Schedule A for which a Plan is effective (to the "Distribution Fee"advisability of complying with such request or instruction); and
outside printing and mailing firms (iv) from the Fundincluding DST Output, the shareholder service fees with respect Inc. and its affiliates (“DST Output”); magnetic tapes, reels or cartridges (if sent to the Shares Trust or to a third party at the Trust’s request) and magnetic tape handling charges; off-site record storage and media for storage of those Classes as designated records (e.g., microfilm, microfiche, optical platters, computer tapes); computer equipment installed at the Trust’s request at the Trust’s or a third party’s premises; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and BOSTON FINANCIAL on the other; proxy soliciting, processing and/or tabulating costs; transmission of statement data for remote printing or processing other than by DST Output (at a charge of .035/record); and National Securities Clearing Corporation (“NSCC”) transaction fees to the extent any of the foregoing are paid or incurred by BOSTON FINANCIAL. The Trust agrees to pay postage expenses at least one day in Schedule A for which a Service Plan is effective (advance if so requested. In addition, any other expenses incurred by BOSTON FINANCIAL at the "Shareholder Service Fee")request or with the consent of the Trust will be promptly reimbursed by the Trust.
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily due and paid on or before the sixtieth (60th) calendar day after receipt of the invoice therefor by the Trust or class thereof and shall (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be paid monthly as promptly as possible after the last day of each calendar month but in any event received by BOSTON FINANCIAL on or before the Due Date will give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that during any twelve (12) month period the Trust pays any four (4) or more of its invoices after their respective Due Dates, then BOSTON FINANCIAL may charge and the Trust shall pay a late charge for any future invoices paid after the applicable Due Date and such late charge shall be equal to the lesser of the maximum amount permitted by applicable law or the London Interbank Overnight Rate times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by BOSTON FINANCIAL. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or BOSTON FINANCIAL’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in writing of any disputed charges for billable expenses that it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day business day after month-end, at the rate or day on which BOSTON FINANCIAL provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the amounts first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:
(1) On the first day of each anniversary of this Agreement, subject to Note E of Exhibit A;
(2) BOSTON FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase BOSTON FINANCIAL’s cost of performance hereunder;
(3) BOSTON FINANCIAL may charge for additional features of TA2000 used by the Trust now or hereafter maintained in an account which features are not consistent with the Trust’s current processing requirements; and
(4) In the event BOSTON FINANCIAL, at the Trust’s custodian request or direction, performs Exception Services, BOSTON FINANCIAL shall be entitled to increase the fees and charges for such Exception Services from those set forth on behalf Exhibit A to the extent such Exception Services increase BOSTON FINANCIAL’s cost of performance. This provision shall not apply to the Exception Services, if any, being provided as of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under date of this Agreement.
(c) The Trust , which the parties shall be responsible mutually agree upon and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.set forth on Schedule 6.E.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Jpmorgan Trust Ii), Transfer Agency Agreement (One Group Investment Trust), Transfer Agency Agreement (JPMorgan Institutional Trust)
Compensation and Expenses. (a) In consideration of AFD’s CEROS' services hereunder, the Fund FUND agrees to pay AFD or cause the FUND's adviser to pay, to CEROS the fees set forth in Schedule BA, attached hereto. Fees will begin to accrue for the FUND on the latter of the date of this Agreement or the date CEROS begins providing services to or on behalf of the FUND. The monthly Service Fee set forth on Schedule B A may be offset by any fees and charges collected and retained by AFD CEROS, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFUND, any applicable contingent deferred sales charge ("CDSC") assessed upon charge investors in connection with the redemption of Shares;
(iii) from the FundFUND, the distribution service fees with respect to the Shares of those classes as designated in Schedule A here for which a Plan is effective (the "Distribution Fee"); and
(iv) from From the FundFUND, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")) to the extent CEROS performs shareholder services.
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust FUND or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD CEROS by the Trust FUND under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice considered late if payment is not received by CEROS within fifteen (15) days of the FUND's receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust FUND shall be responsible and assumes the obligation for payment of all the expenses of the TrustFUND, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust FUND shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundsFUND, (but not AFDCEROS) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust FUND and AFD CEROS pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide FUND decides to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD CEROS shall pay all expenses relating to AFD's CEROS' broker-dealer qualification.
Appears in 3 contracts
Samples: Underwriting Agreement (Advisors Preferred Trust), Underwriting Agreement (Advisors Preferred Trust), Underwriting Agreement (Advisors Preferred Trust)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by Forum pursuant to this Agreement, the Fund Trust, on behalf of each Fund, agrees to pay AFD Forum the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clauses (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
and (ii) of Appendix B hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated termination. The Trust acknowledges that Forum may from time to time earn money on amounts in Schedule A for which a Plan is effective the deposit accounts maintained by Forum to service the Funds (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"and other clients serviced by Forum).
(b) The Distribution Fee and Shareholder Service FeeIn connection with the services provided by Forum pursuant to this Agreement, if anythe Trust, on behalf of each Fund, agrees to reimburse Forum for the expenses set forth in Appendix B hereto. In addition, the Trust, on behalf of the applicable Fund, shall be accrued daily reimburse Forum for all reasonable incurred expenses and employee time (at 150% of salary) attributable to any review of the Trust's accounts and records by the Trust Trust's independent accountants or class thereof any regulatory body outside of routine and normal periodic reviews.
(c) All fees and reimbursements shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but in any event on or before for services to be performed during the fifth (5th) Fund Business Day after following calendar month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian , on behalf of the Trust applicable Fund, agrees to secure any Distribution Fees, Shareholder Service Fees, or other pay all fees owed AFD by the Trust under this Agreement.
and reimbursable expenses within five (c5) The Trust shall be responsible and assumes the obligation for payment of all the expenses business days following receipt of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (Japan Fund Inc), Transfer Agency and Services Agreement (Japan Fund Inc)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Citigroup pursuant to this Agreement, the Trust shall pay Citigroup, with respect to each Class of each Fund agrees to pay AFD the fees set forth in Schedule B, attached Appendix E hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Trust. The fees payable for the services listed in each clause (i) of Appendix E hereto shall be paid payable monthly as promptly as possible after on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event each clause (ii) and clause (iii) and for all reimbursements as described in Section 5(b) shall be payable monthly in arrears on the first day of each calendar month for services performed during the prior calendar month. If fees payable for the services listed in a clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Citigroup such compensation as shall be payable prior to the effective date of termination. Nothing in this Agreement shall require Citigroup to perform any of the services listed in item (5thxxxi) Fund Business Day after month-endof Appendix B, at as such services may be performed by the rate or in Fund's independent accountant if appropriate.
(b) In connection with the amounts services provided by Citigroup pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Citigroup for the expenses set forth in the Plan(sClauses 1(ii), 2(ii) and 3(iv) of Appendix E hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at Reimbursements shall be payable as incurred. In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Citigroup for all reasonably incurred expenses and employee time (at 150% of salary) of Citigroup attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Citigroup for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the provision of assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities. Any such expenses and charges shall be documented fully in the invoice submitted to the Trust for payment.
(c) Citigroup may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Citigroup; provided, however, that Citigroup shall in all cases first reasonably attempt to apply to and obtain the advice and opinion of in-house counsel to Citigroup. The costs of any such advice or opinion of counsel to the Trust shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, .
(d) Notwithstanding anything in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited this Agreement to the expense of setting in type contrary, Citigroup and its affiliated persons may receive compensation or reimbursement from the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses with respect to: (i) the provision of services on behalf of the registration of the Shares for sale under the Securities ActFunds in accordance with any Plan or Service Plan; (ii) the provision of the registration shareholder support or qualification of the Shares for sale under the securities laws of the various Statesother services; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or service as a broker trustee or dealer, in such States as shall be selected by officer of the Trust Trust; and AFD pursuant to Section 6(c) hereof; (iv) payable services to each State for continuing registration or qualification therein until the Funds decide Trust, which may include the types of services described in this Agreement, with respect to discontinue registration or qualification pursuant to Section 6(c) hereof; the creation of any Fund and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFDstart-up of the Fund's broker-dealer qualificationoperations.
Appears in 2 contracts
Samples: Services Agreement (Ironwood Series Trust), Services Agreement (Ironwood Series Trust)
Compensation and Expenses. (a) In consideration of AFD’s As compensation for services hereunderunder this Agreement, the Fund agrees to pay AFD Investment Company shall compensate Federated in accordance with the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any schedule of fees and charges collected expenses outlined in the Agreement's Transfer Agency Services Exhibit, and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors such other provisions provided in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, this Agreement. Any fee exhibits shall be accrued daily dated and executed by a duly authorized officer of the Trust Investment Company and Federated. Any amendments or class thereof adjustments to these fee exhibits shall be in writing and similarly executed. However, from time to time in its sole discretion, Federated may waive all or a portion of such compensation it is entitled to receive under this Agreement. All rights of compensation shall survive the termination of this Agreement. Any compensation payable to Federated (other than account level fees) shall be prorated for periods of less than a month, and shall be paid calculated with references to a Fund's assets as determined in the time and manner specified in each Fund's Prospectus. The Investment Company will accrue daily and pay Federated monthly as promptly as possible after (or daily at Federated's request) all compensation and out of pocket expenses contemplated under this Agreement. Out-of-pocket expenses include but are not limited to postage (including overnight courier service), statement stock, envelopes, telephones, telecommunication charges (including Fax and dedicated line charges), VRU application, 12b-1 processing fees, travel, duplicating, forms, supplies, microfiche, computer access charges, client specific enhancements, customized programming and reporting, access to the last day of each calendar month but in any event on or before the fifth shareholder recordkeeping system, disaster recovery, closed account fees, processing fees (5th) Fund Business Day after month-endincluding check encoding), and expenses incurred at the rate or specific direction of the fund. Postage for mass mailings is due seven days in advance of the amounts set forth in mailing date. Out-of-pocket disbursements shall also include such other items agreed upon between the Plan(s)Parties from time to time. The Trust grants and transfers to AFD a general lien and security interest in Investment Company will reimburse Federated for any and all securities and other assets of the Trust now non-routine expenses (reasonable or hereafter maintained in an account otherwise) it incurs at the Trust’s custodian Investment Company's request or consent or if the expenses are not normally associated with performing Transfer Agency Services. Federated will maintain detailed information about such compensation and out of pocket expenses. Federated shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Transfer Agency Services to the Investment Company, including the compensation of Federated employees who serve as Investment Company trustees or officers. Unless the Agreement explicitly provides to the contrary, the Investment Company shall be solely responsible, and shall promptly reimburse Federated, for all expenses Federated incurs on behalf of the Trust to secure any Distribution FeesInvestment Company's behalf, Shareholder Service Feesincluding without limitation fees and expenses related to: postage and courier services; printing, document production, registration and filings; travel; outside counsel, independent auditors, or other professional services; organization of the Investment Company and its Funds; insurance coverage; interest; membership in trade organizations; compensation of persons who are not Federated's employees; custody, fund accounting, investment advisory, and other service providers; brokerage services; taxes; Board members; fees owed AFD payable to federal, state and other governmental agencies; and all other expenses properly payable by the Trust under this AgreementInvestment Company.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Transfer Agency Services Agreement (Golden Oak Family of Funds), Transfer Agency Services Agreement (Golden Oak Family of Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund Trust agrees to pay AFD pay, or cause the Fund or the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, B attached heretohereto in addition to the fees set forth below. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (National Retail Fund III), Underwriting Agreement (National Retail Fund I)
Compensation and Expenses. (a) In consideration of AFD’s services hereunderin connection with the distribution of Shares of each Fund, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Distribution Service Fee set forth on Schedule B may shall be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Roge Partners Funds), Underwriting Agreement (Roge Partners Funds)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees and charges outlined below and the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Nile Capital Investment Trust), Underwriting Agreement (Nile Capital Investment Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Northern Lights Variable Trust), Underwriting Agreement (Ocm Mutual Fund)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by ALPS pursuant to this Agreement, the Fund agrees to Vulcan shall pay AFD ALPS the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Funds. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of pocket charges incurred by ALPS as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, Vulcan shall pay to ALPS such compensation, as shall be payable prior to the effective date of termination.
(b) ALPS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Trust counsel, subject to coordination and preapproval and consent by appropriate representatives of Vulcan, as the Funds’ investment adviser, which consent shall not be reasonably withheld. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at opinion shall be borne by the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust ALPS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditorsVulcan or the Funds, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal complianceincluding, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fees payable under the Securities Actthis Agreement; (ii) the fees payable to Vulcan, as the Funds’ investment adviser, under an agreement between Vulcan and the Trust on behalf of the registration or qualification of the Shares for sale under the securities laws of the various StatesFunds; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short sale fees; (v) premiums of insurance for the Trust or the Funds, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Trust counsel, counsel to each State the Trust’s independent trustees, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Trust/Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Trust/Funds’ existence; (xii) costs of preparing, filing and printing the Funds’ Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Trust/Fund accounting and other required books and accounts and of calculating the net asset value of Fund shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Trust’s directors and officers (except those incurred by officers affiliated with ALPS); (xvii) costs of other personnel performing services for the Trust/Funds; (xviii) costs of Board, Board committee and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Pfo Services Agreement (Financial Investors Trust), Pfo Services Agreement (Financial Investors Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the each Fund agrees to pay, or cause such Fund’s adviser to pay AFD to NLD the fees set forth in Schedule B, attached hereto. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the each Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the each Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the each Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received within fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Compass EMP Funds Trust), Underwriting Agreement (Compass EMP Funds Trust)
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Portfolio, the fees set forth in Schedule Appendix A hereto. These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. Reimbursement shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. Nothing in this Agreement shall require Forum to provide any of the services listed in Appendix B, attached hereto. The Service Fee set forth on Schedule B and each of those services may be offset performed by an outside vendor if appropriate in the judgment of Forum or the Trust. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Forum and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD by services, (iii) service as a trustee or officer of the Trust under and (iv) services to the Trust, which may include the types of services described in this Agreement, with respect to the creation of any Fund and the start-up of the Fund's operations.
(c) In connection with the services provided by Forum pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the expenses set forth in Appendix A hereto. In addition, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to any review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews.
(d) The Trust shall be responsible for and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditorsexpenses, in connection with including: (a) the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (iib) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) fees payable to each State for continuing registration or qualification therein until Adviser under an agreement between the Funds decide to discontinue registration or qualification pursuant to Section 6(cAdviser and the Trust; (c) hereof; expenses of issue, repurchase and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.redemption of Shares;
Appears in 2 contracts
Samples: Administration Agreement (Forum Funds), Administration Agreement (Forum Funds)
Compensation and Expenses. (a) A. In consideration of AFDfor DST’s services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees Issuer will pay to pay AFD the fees set forth in Schedule BDST from time to time a reasonable compensation for all services rendered as Agent, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected also, all its reasonable billable expenses, charges, counsel fees, and retained by AFD as set forth below:
other disbursements (i“Compensation and Expenses”) any applicable sales charge assessed upon investors incurred in connection with the purchase agency. Such compensation is set forth in a separate schedule to be agreed to by the Issuer and DST, a copy of Shares;which is attached hereto as Exhibit A. If the Issuer has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after prior written notice to the Issuer, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors B. The Issuer also agrees promptly to reimburse DST for all reasonable billable expenses or disbursements incurred by DST in connection with the redemption performance of Shares;
services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (iiicontinuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including DST Output, LLC), off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Issuer’s request at the Issuer’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Issuer and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and National Securities Clearing Corporation (“NSCC”) from the Fundtransaction fees, the distribution service fees with respect if applicable, to the Shares extent any of those classes as designated the foregoing are paid by DST. The Issuer agrees to pay postage expenses at least one day in Schedule A for which a Plan is effective (advance if so requested. In addition, any other expenses incurred by DST at the "Distribution Fee"); and
(iv) from request or with the Fund, consent of the shareholder service fees with respect to Issuer will be promptly reimbursed by the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")Issuer.
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily by the Trust or class thereof due and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the thirtieth (30th) business day after receipt of the statement therefor by the Issuer (the “Due Date”). The Issuer is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, the Issuer shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Issuer’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Issuer shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) Fund Business Day business day after month-endthe day on which DST provides to the Issuer documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:
(1) On the first day of each new term or otherwise in accordance with the “Fee Increases” provision in Exhibit A;
(2) DST may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Issuer which features are not consistent with the Issuer’s current processing requirements; and
(4) In the event DST, at the rate Issuer’s request or in direction, performs Exception Services, DST shall be entitled to increase the amounts fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Issuer of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the Plan(s). The Trust grants parties shall confer, diligently and transfers in good faith and agree upon a new fee to AFD a general lien and security interest in any and all securities and other assets cover the amount necessary, but not more than such amount, to reimburse DST for the Issuer’s pr-rata portion of the Trust now or hereafter maintained in an account at cost of developing the Trust’s custodian on behalf of the Trust new software to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection comply with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes charges and for distribution to current shareholders)the increased cost of operation. The Trust shall bear If DST notifies the cost and expenses Issuer of an increase in fees or charges under subparagraphs (i3) or (4) of this Section 6.E., the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable parties shall confer, diligently and in connection therewithgood faith, of qualifying the Funds, (but not AFD) as an issuer or as and agree upon a broker or dealer, in new fee to cover such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationnew fund feature.
Appears in 2 contracts
Samples: Agency Agreement (Triloma EIG Global Energy Fund), Agency Agreement (Triloma EIG Global Energy Term Fund I)
Compensation and Expenses. (a) In consideration of AFDCEROS’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to CEROS the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date CEROS begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD CEROS, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "“Distribution Fee"”); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD CEROS a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD CEROS by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by CEROS within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDCEROS) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust and AFD CEROS pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD CEROS shall pay all expenses relating to AFD's CEROS’s broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Leader Funds Trust), Underwriting Agreement (Leader Funds Trust)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund The Trust agrees to pay AFD the fees CFA compensation for its services as set forth in Schedule B, A attached hereto. The Service Fee , or as shall be set forth in amendments to such schedule approved by the Board of Trustees of the Trust (the “Board”) and CFA. Fees will begin to accrue for each Fund on Schedule B the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be offset prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Fund shall pay to CFA such compensation as shall be payable prior to the effective date of termination. In addition, the Trust shall reimburse CFA from the assets of each Fund certain reasonable expenses incurred by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors CFA on behalf of each Fund individually in connection with the purchase performance of Shares;
(ii) from the Fundthis Agreement. Such out-of-pocket expenses shall include, any applicable contingent deferred sales charge ("CDSC") assessed upon investors but not be limited to: documented fees and costs of obtaining advice of Fund counsel or accountants in connection with its services to each Fund; postage; long distance telephone; special forms required by each Fund; any economy class travel which may be required in the redemption performance of Shares;
(iii) from the its duties to each Fund; and any other extraordinary expenses it may incur in connection with its services to each Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall provided that such extraordinary expenses must be accrued daily approved by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day Board of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets Trustees of the Trust now or hereafter maintained prior to any reimbursement. All fees and reimbursements are payable in an account at arrears on a monthly basis and the Trust’s custodian , on behalf of the Trust applicable Fund, agrees to secure any Distribution Fees, Shareholder Service Fees, or other pay all fees owed AFD by the Trust under this Agreement.
and reimbursable expenses within five (c5) The Trust shall be responsible and assumes the obligation for payment of all the expenses business days following receipt of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Accounting Services Agreement (World Funds Trust), Accounting Services Agreement (Dblaine Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s and in compensation for the services hereunderto be rendered by the Sub- Adviser hereunder and except as otherwise agreed between the Adviser and the Sub-Adviser, the Fund agrees Adviser shall pay the Sub-Adviser, monthly in arrears, 55% of the net management fees payable to pay AFD the Adviser, provided that if the Adviser receives no management fees set forth in Schedule Bfor any month, attached hereto. The Service Fee set forth on Schedule B may be offset by including because of the effect of any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection expense limitation or fee waivers agreed to with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service Adviser shall have no obligation to compensate the Sub-Adviser for such month pursuant to this Agreement, unless and until the Adviser has recouped the expenses limited and/or fees with respect waived for such month. In the case of a partial month in which the Sub-Adviser provides services, the compensation paid by the Adviser pursuant to this Agreement shall be prorated for the Shares portion of those classes as designated the month in Schedule A for which a Plan the Agreement is effective (based on the "Distribution Fee"); and
(iv) from proportion of days of that month during which the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")Sub-Adviser provided services.
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after monthSub-endAdviser, at its expense, will furnish: all necessary facilities (including office space, furnishings, and equipment) and personnel, including salaries, expenses and fees of any personnel required for the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers Sub-Adviser to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust perform its duties under this Agreement.
(c) The Trust Except as may otherwise be prohibited by law or regulation (including, without limitation, any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive all or any portion of its sub-advisory fee.
(d) Other than as specifically indicated in this Agreement and/or as otherwise agreed between the Adviser and the Sub-Adviser, the Sub-Adviser shall not be responsible and assumes the obligation for payment of all the obligated to pay any expenses of the TrustAdviser or the Fund, including fees without limitation: (i) interest and disbursements of its counsel taxes; (ii) brokerage commissions and auditors, other costs in connection with the preparation purchase or sale of securities or other financial instruments for the Fund; and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable custodian fees and expenses; however for the avoidance of doubt, such Fund expenses are subject to any expense limitation and/or fee reimbursement agreement, which will impact the Sub-Adviser’s fees as described in connection therewithsection 6(a), of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationabove.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Privacore PCAAM Alternative Income Fund), Sub Advisory Agreement (Privacore PCAAM Alternative Growth Fund)
Compensation and Expenses. A. With respect to Class A Shares that are sold with an initial sales charge, LMIS shall pay to Dealer the sales charge imposed on the purchases of such shares less any concession from the public offering price as specified in the applicable fund prospectus (athe “dealer reallowance”). LMIS shall pay to Dealer the shareholder services fee beginning in the first month after purchase. LMIS shall cause the dealer reallowance and shareholder service fees due Dealer to be paid in accordance with current payment practices that exist between Dealer and Transfer Agent.
B. With respect to purchases of Class A shares that are sold without an initial sales charge at the net asset value breakpoint level (other than money market funds), LMIS will pay a commission to Dealer of up to 1.00% of the purchase price of the shares and LMIS will retain the amount of any contingent deferred sales charge paid on redemption of such shares. LMIS will pay to Dealer the shareholder services fee on such shares beginning in the thirteenth month after purchase. With respect to purchases of Class A shares of money market funds, LMIS shall pay to Dealer the shareholder services fee beginning in the first month after purchase. LMIS shall cause the foregoing payments due Dealer to be made in accordance with current payment practices that exist between Dealer and Transfer Agent. LMIS shall pay to Dealer any contingent deferred sales charge received on redemption of Class A shares that were sold by Dealer prior to December 1, 2007, and such payments shall be made by LMIS on a monthly basis, by wire transfer within ten (10) In consideration business days of AFD’s services hereunderthe end of each month.
C. With respect to Class B shares, Dealer will pay a commission to its representatives of up to 4.00% of the Fund agrees purchase price of the shares and LMIS shall pay to pay AFD Dealer the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
following: (i) any applicable contingent deferred sales charge assessed charges received upon investors redemption of Class B shares held in accounts on which Dealer is the broker-dealer of record, and (ii) the service and distribution fee, as disclosed in the then current prospectus, received on all shares held in accounts on which Dealer is the broker-dealer of record. LMIS shall cause Transfer Agent to pay amounts due Dealer under this subparagraph in accordance with current payment practices that exist between Dealer and Transfer Agent.
D. The shareholder services fees paid to Dealer under Subparagraphs 7.A. B. and C. above shall survive any termination of this Agreement, and shall continue so long as (i) Dealer provides shareholder services described in Paragraph 6 of this agreement to its customers who hold Shares and (ii) you or a Xxxx Xxxxx, Inc. affiliate or one of your or their respective successors or assigns is the principal underwriter for the Funds, unless the continued receipt of each payment would violate Applicable Law.
E. You will pay Dealer ongoing trail commission compensation with respect to holdings by customers of Dealer of Shares of Funds with respect to which you pay such compensation generally to dealers as described in the Prospectus and at such rates as you and Dealer may determine from time to time. Payments under this Subparagraph 7.E. may be in addition to the payment of service fees as described in Subparagraph 7.D. of this Agreement, and are subject to Applicable Law and this Agreement. Your obligation to make payments to Dealer under this Subparagraph 7.E. shall survive any termination of this Agreement, and shall continue so long as (i) Dealer’s customers maintain their investments in Shares and (ii) you or a Xxxx Xxxxx, Inc. affiliate or one of your or their respective successors or assigns is the principal underwriter for the Funds, unless the continued receipt of each payment would violate Applicable Law.
F. With respect to expenses not specifically addressed elsewhere in this Agreement, each party hereto will be responsible for the expenses it incurs in acting hereunder. Consistent with the Prospectus and Applicable Law, from time to time you and Dealer may determine that you will pay or reimburse Dealer for expenses it incurs in connection with selling Shares.
G. If your payments to Dealer under Subparagraphs 7.E and/or 7.D hereunder in whole or in part are financed by a Fund in accordance with a Fund’s plan of distribution adopted pursuant to Rule 12b-1 under the purchase 1940 Act, then in the event of Shares;the termination, cancellation or modification of such 12b-1 plan by a Fund’s board of directors or trustees or shareholders, Dealer agrees upon notification to waive its right to receive Rule 12b-1 compensation pursuant to Subparagraphs 7.B. and/or 7.C. until such time, if ever, as you receive payment.
(ii) H. With respect to shares subject to a contingent deferred sales load where Dealer has paid a commission to its representatives from its own resources, the Fund, any applicable parties agree to cooperate in the transfer of shares held by customers of PFSI. The remaining contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fundon any such transferred shares will be tracked by PFPC, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which and, on a Plan is effective (the "Distribution Fee"); and
(iv) from the Fundmonthly basis, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee LMIS and Shareholder Service Fee, if any, PFSI shall be accrued daily by the Trust or class thereof and net settle transferred contingent deferred sales charges. Such payment shall be paid monthly as promptly as possible after the last day of each calendar by wire transfer within ten (10) business days following month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Mutual Fund Dealer Agreement (Primerica, Inc.), Mutual Fund Dealer Agreement (Primerica, Inc.)
Compensation and Expenses. (a) In consideration of AFD’s As compensation for services hereunderunder this Agreement, the Fund agrees to pay AFD Investment Company shall compensate Federated in accordance with the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any schedule of fees and charges collected expenses outlined in the Agreement's Administrative Services Fee Exhibit, and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors such other provisions provided in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, this Agreement. Any fee exhibits shall be accrued daily dated and executed by a duly authorized officer of the Trust Investment Company and Federated. Any amendments or class thereof adjustments to these fee exhibits shall be in writing and similarly executed. However, from time to time in its sole discretion, Federated may waive all or a portion of such compensation it is entitled to receive under this Agreement. All rights of compensation shall survive the termination of this Agreement. Any compensation payable to Federated shall be prorated for periods of less than a month, and shall be paid calculated with references to a Fund's assets as determined in the time and manner specified in each Fund's Prospectus. The Investment Company will accrue daily and pay Federated monthly as promptly as possible after the last day (or daily at Federated's request) all compensation and out of each calendar month pocket expenses contemplated under this Agreement. Out-of-pocket expenses include but in any event on or before the fifth are not limited to postage (5th) Fund Business Day after month-endincluding overnight courier service), envelopes, travel, duplicating, supplies, microfiche, disaster recovery, and expenses incurred at the rate or in specific direction of the amounts set forth in fund. Out-of-pocket disbursements shall also include such other items agreed upon between the Plan(s)Parties from time to time. The Trust grants and transfers to AFD a general lien and security interest in Investment Company will reimburse Federated for any and all securities and other assets of the Trust now non-routine expenses (reasonable or hereafter maintained in an account otherwise) it incurs at the Trust’s custodian Investment Company's request or consent or if the expenses are not normally associated with performing Administrative Services. Federated will maintain detailed information about such compensation and out of pocket expenses. Federated shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Administrative Services to the Investment Company, including the compensation of Federated employees who serve as Investment Company trustees or officers. Unless the Agreement explicitly provides to the contrary, the Investment Company shall be solely responsible, and shall promptly reimburse Federated, for all expenses Federated incurs on behalf of the Trust to secure any Distribution FeesInvestment Company's behalf, Shareholder Service Feesincluding without limitation fees and expenses related to: postage and courier services; printing, document production, registration and filings; travel; outside counsel, independent auditors, or other professional services; organization of the Investment Company and its Funds; insurance coverage; interest; membership in trade organizations; compensation of persons who are not Federated's employees; custody, fund accounting, investment advisory, and other service providers; brokerage services; taxes; Board members; fees owed AFD payable to federal, state and other governmental agencies; and all other expenses properly payable by the Trust under this AgreementInvestment Company.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Administrative Services Agreement (Huntington Va Funds), Administrative Services Agreement (Huntington Funds /Ma/)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by Forum pursuant to this Agreement, the Fund Trust, on behalf of each applicable Fund, agrees to pay AFD Forum the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clauses (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
and (ii) of Appendix B hereto. Fees will begin to accrue for each Fund on the date on which Forum begins providing the services contemplated under this Agreement, which date shall be on or after November 11, 2002 unless Forum receives a request in writing from the Trust to begin providing such services on a date earlier than November 11, 2002. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, any applicable contingent deferred sales charge the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination. The Trust acknowledges that Forum may from time to time earn money (the "CDSCInterest Income") assessed upon investors on amounts in connection with the redemption of Shares;
deposit accounts maintained by Forum to service the Funds (and other clients serviced by Forum), provided that the Interest Income shall be used to offset the following fees for the Funds to the extent such Interest Income is attributable to money from the Trust or the Funds: (i) incoming wire fees, (ii) outgoing wire fees, (iii) from the Fundcheck clearing fees, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
and (iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")ACH fees.
(b) The Distribution Fee and Shareholder Service FeeIn connection with the services provided by Forum pursuant to this Agreement, if anythe Trust, on behalf of each applicable Fund, agrees to reimburse Forum for the expenses set forth in Appendix B hereto. In addition, the Trust, on behalf of the applicable Fund, shall be accrued daily reimburse Forum for all reasonable incurred expenses and employee time (at 100% of salary) attributable to any review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust or class thereof exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all reasonable incurred out-of-pocket expenses and employee time (at 100% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(c) All fees and reimbursements shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but in any event on or before for services to be performed during the fifth (5th) Fund Business Day after following calendar month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian , on behalf of the Trust applicable Fund, agrees to secure any Distribution Fees, Shareholder Service Fees, or other pay all fees owed AFD by the Trust under this Agreement.
and reimbursable expenses within thirty (c30) The Trust shall be responsible and assumes the obligation for payment of all the expenses business days following receipt of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (Century Capital Managment Trust), Transfer Agency and Services Agreement (Century Capital Managment Trust)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund The Guarantor covenants and agrees to pay AFD to the fees set forth Capital Securities Guarantee Trustee from time to time, and the Capital Securities Guarantee Trustee shall be entitled to, such compensation as shall be agreed to in Schedule B, attached hereto. The Service Fee set forth on Schedule B may writing between the Guarantor and the Capital Securities Guarantee Trustee (which shall not be offset limited by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors provision of law in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect regard to the Shares compensation of those classes as designated in Schedule A a trustee of an express trust), and the Guarantor will pay or reimburse the Capital Securities Guarantee Trustee upon its request for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fundall reasonable expenses, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee disbursements and Shareholder Service Fee, if any, shall be accrued daily advances incurred or made by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but Capital Securities Guarantee Trustee in accordance with any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at provisions of this Capital Securities Guarantee (including the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible reasonable compensation and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditorsof all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from or be incurred in connection with its negligence or bad faith. The Guarantor also covenants to indemnify each of the Capital Securities Guarantee Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Capital Securities Guarantee Trustee) incurred without negligence or bad faith on the part of the Capital Securities Guarantee Trustee and arising out of or in connection with the preparation acceptance or administration of this guarantee, including the costs and filing expenses of defending itself against any claim of liability in the premises. The provisions of this Article shall survive the resignation or removal of the Registration Statement Capital Securities Guarantee Trustee and Prospectus (including but not limited to the expense termination of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the this Capital Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationGuarantee.
Appears in 2 contracts
Samples: Capital Securities Guarantee Agreement (First Midwest Bancorp Inc), Capital Securities Guarantee Agreement (First Midwest Bancorp Inc)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service Appendix C hereto. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Trust. The fees payable for the services listed in clause (i) of Appendix C hereto shall be paid payable monthly as promptly as possible after on the last first Fund business day of each calendar month but for services to be performed during that month. If fees payable for the services listed in any event on clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from the date on which such accrual begins to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the commencement or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)clause (ii) of Appendix C hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at Reimbursements shall be payable as incurred. In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all reasonably incurred expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(c) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Forum; provided, however, that Forum shall in all cases first reasonably attempt to apply to and obtain the advice and opinion of in-house counsel to the Administrator. In the event that Forum is unable to contact in- house counsel to the Administrator, it shall nonetheless inform a Vice President or more senior person at the Administrator of the matters for which it intends to seek advice and opinion. The Trust costs of any such advice or opinion shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Fund Accounting Agreement (Wells Fargo Funds Trust), Fund Accounting Agreement (Wells Fargo Variable Trust)
Compensation and Expenses. (a) In consideration of AFD’s For performing its services hereunderunder this Agreement, the Fund agrees Trust shall pay JPMorgan a monthly fee in accordance with the schedule attached hereto as Schedule B. Fees shall be adjusted in accordance with Schedule B or as otherwise agreed to pay AFD by the fees set forth in Schedule B, attached heretoparties from time to time. The Service Fee set forth on parties may amend Schedule B may be offset to include fees for any additional services requested by any fees the Trust, enhancements to current Services, or to add Funds for which JPMorgan has been retained. JPMorgan shall furnish, at its expense and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect without cost to the Shares Trust the services of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect its personnel to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee extent that such services are required to carry out its obligations under this Agreement. All costs and Shareholder Service Fee, if any, shall be accrued daily expenses not expressly assumed by the Trust or class thereof and JPMorgan under this Section 23 shall be paid monthly as promptly as possible after by the last day Trust, including, but not limited to, costs and expenses of each calendar month but officers and employees of JPMorgan in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets attending meetings of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf Board of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible Trustees and assumes the obligation for payment of all the expenses Shareholders of the Trust, as well as costs and expenses for all regulatory filings, postage, envelopes, checks, drafts, continuous forms, bank charges, reports, communications, proxies, statements and other materials, file interface expenses (e.g., Fanmail, Broker Browser, Expeditor, other distribution partners), label file creation, Blue Sky filing fees, telephone, telegraph and remote transmission lines, EDGARization, printing, confirmations, fulfillment and any other Shareholder correspondence, use of outside solicitation, tabulation and mailing firms, necessary outside record storage, media for storage of records (e.g., microfilm, microfiche, computer tapes), pro rata expenses for preparation of JPMorgan's Transfer Agent SAS 70 reports, costs and fees, including fees employee time and disbursements system expenses, associated with exception processing and resolution of its counsel errors not caused by JPMorgan, and auditorsany and all assessments, in connection with the preparation taxes or levies assessed on JPMorgan for services provided under this Agreement. Postage for mailings of dividends, proxies, reports and filing of the Registration Statement and Prospectus (including but not limited other mailings to all Shareholders shall be advanced to JPMorgan three business days prior to the expense mailing date of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationmaterials.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Touchstone Institutional Funds Trust), Transfer Agency Agreement (Touchstone Institutional Funds Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Foreside pursuant to this Agreement, the Fund agrees to shall pay AFD Foreside the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of-pocket charges incurred by Foreside as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to Foreside such compensation, as shall be payable prior to the effective date of termination.
(b) Foreside may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund counsel, subject to coordination and pre-approval and consent by appropriate representatives of the Fund’s investment adviser, which consent shall not be reasonably withheld. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD opinion shall be borne by the Trust under this AgreementFund.
(c) The Trust Foreside shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustFund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) of the registration or qualification of fees payable to the Shares for sale investment adviser under an agreement between the securities laws of investment adviser and the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund Shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short sale fees; (v) premiums of insurance for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Fund counsel, counsel to each State the Fund’s independent directors, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Fund’s existence; (xii) costs of preparing, filing and printing the Fund’s Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Fund’s directors and officers (except those incurred by officers affiliated with Foreside); (xvii) costs of other personnel performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Treasurer Services Agreement (FocusShares Trust), Treasurer Services Agreement (SPA ETF Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum pursuant to Clause (iii) of Appendix B hereof, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
Clause (ii) from of Appendix B hereto. In consideration of services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
Clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the services listed in Section 2(a)(xiv) and Clause (iii) of Appendix B hereto, as such services may be performed by the Fund, the distribution service 's independent accountant if appropriate. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in Clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event Clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in Clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in Clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(cd) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Forum. The Trust costs of any such advice or opinion shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Fund Accounting Agreement (Monarch Funds), Fund Accounting Agreement (Monarch Funds)
Compensation and Expenses. 6.1 In compensation for the marketing services provided by Intergen under this Agreement, Emergent shall pay to Intergen a fee with respect to any Contract executed during the Term for each country specified in the Territory. The amount of the fee shall be listed on Schedule 2. For the avoidance of doubt, no fee shall be due or payable to Intergen with respect to (a) In consideration any resales of AFD’s services hereunderProduct made by the U.S. government or a foreign government in the Territory, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
or (b) any sales procured by marketing representatives other than Intergen.
6.2 Intergen shall be responsible for all out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation all commissions and fees payable to third-party consultants, distributors, agents, and other representatives retained by Intergen or reasonably required or identified by a customer in the Territory for the execution of a Contract or the consummation of a sale thereunder in the Territory; provided that Emergent shall reimburse Intergen for Reimbursable Out-of-Pocket Expenses attributable to a particular Contract up to a maximum of twelve and one-half percent (12.5%) of each Net Sale associated with that Contract. For the avoidance of doubt, Intergen shall not be responsible for any commissions or fees paid to parties retained by Emergent at Emergent's discretion.
6.3 A sale of Products to a customer in the Territory that results from a Contract that was executed (a) prior to the expiration of the Term, or (b) within six (6) months following the expiration or termination of this Agreement (including partial termination), except for any termination for breach by Intergen under Section 7.4(a), shall be deemed to be a sale under this Agreement for which Intergen shall be paid fees in accordance with Section 6.1, regardless of whether delivery of Product is completed or payment is made during the Term.
6.4 In the event that Emergent fails to make any payment due under this Agreement to Intergen by the due date for such payment, Intergen may impose interest on the unpaid balance at the annual rate of twelve percent (12%), commencing as of the date on which the payment was due and continuing until payment in full is received by Intergen.
6.5 The Distribution Fee Parties agree that Intergen may present additional sales opportunities to Emergent outside of the Territory on a non-exclusive basis; provided that nothing herein precludes Emergent from offering exclusive marketing rights to a third party outside the Territory at any time and Shareholder Service FeeIntergen shall not hold itself out as Emergent's marketing representative or market, promote, or offer for sale Products in any territory not specifically authorized in advance by Emergent in writing. To the extent that Intergen presents to Emergent a sales opportunity outside of the Territory, the Parties shall negotiate in good faith the compensation due to Intergen, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Marketing Agreement, Marketing Agreement (Emergent BioSolutions Inc.)
Compensation and Expenses. (a) In consideration of AFD’s Forum's services hereunderin connection with the distribution of Shares of each Fund and Class thereof, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
; (ii) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
; (iii) from the FundTrust, the distribution and / or service fees with respect to the Shares of those classes Classes as designated in Schedule Appendix A for which a Plan is effective (the "Distribution Fee"); and
and (iv) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule Appendix A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) . The Distribution Fee and Shareholder Service Fee, if any, Fee shall be accrued daily by the Trust each applicable Fund or class Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s). The .
(b) In order for Forum to perform its duties hereunder, the Trust grants and transfers shall cause its transfer agent (the "Transfer Agent")
(i) to AFD a general lien and security interest in any and all securities and other assets withhold from redemption proceeds payable to holders of Shares of the Trust now or hereafter maintained Funds and the Classes thereof, all CDSCs properly payable by the shareholders in an account at accordance with the Trust’s custodian on behalf terms of the Trust applicable Prospectus and pay such amounts to secure Forum as promptly as practicable, (ii) to pay to Forum all initial sales charges (net of dealer reallowances) and, (iii) to report to Forum any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust information that may be necessary for Forum to perform its duties under this Agreement.
(c) Except as specified in Sections 8 and 10(a), Forum shall be entitled to no compensation or reimbursement of expenses for the services provided by Forum pursuant to this Agreement. Forum may receive compensation from Xxxxxxxxx Global Investors (North America) Inc. ("Adviser") related to its services hereunder or for additional services all as may be agreed to between the Adviser and Forum.
(d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the TrustFunds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectus Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). .
(e) The Trust shall bear the cost and expenses expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundsTrust, the Funds or the Classes thereof (but not AFDForum) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD Forum pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Funds decide Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD Forum shall pay all expenses relating to AFDForum's broker-dealer qualification.
Appears in 2 contracts
Samples: Distribution Agreement (Henderson Global Funds), Distribution Agreement (Henderson Global Funds)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by Forum pursuant to this Agreement, the Fund Trust, on behalf of each Fund, agrees to pay AFD Forum the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clauses (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
and (ii) of Appendix B hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated termination. The Trust acknowledges that Forum may from time to time earn money on amounts in Schedule A for which a Plan is effective the deposit accounts maintained by Forum to service the Funds (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"and other clients serviced by Forum).
(b) The Distribution Fee and Shareholder Service FeeIn connection with the services provided by Forum pursuant to this Agreement, if anythe Trust, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day on behalf of each calendar month but in any event on or before Fund, agrees to reimburse Forum for the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts expenses set forth in the Plan(s)Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all reasonable incurred expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all reasonable incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(c) The Trust shall be responsible All fees and assumes the obligation for payment of all the expenses of reimbursements are payable in arrears on a monthly basis and the Trust, including on behalf of the applicable Fund, agrees to pay all fees and disbursements of its counsel and auditors, in connection with the preparation and filing reimbursable expenses within twenty (20) business days following receipt of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (Levco Series Trust), Transfer Agency and Services Agreement (Levco Series Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund Trust agrees to pay AFD pay, or to cause the applicable Fund or the applicable Fund’s adviser to pay, to NLD the fees set forth in Schedule B, the attached heretoSchedule(s) A. Fees will begin to accrue with respect to each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B the attached Schedule(s) A may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the any Shares of those classes as designated in Schedule A the Fund(s) for which a Plan is effective (the "“Distribution Fee"”); and
(iv) from the Fund, the shareholder service fees with respect to the any Shares of those Classes as designated in Schedule A the Fund(s) for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received within fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the any Registration Statement and and/or any Prospectus (including but not limited to the expense of setting in type the any such Registration Statement and or Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various Statesstates; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State state for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFD's NLD’s broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Boyar Value Fund Inc), Underwriting Agreement (Centerstone Investors Trust)
Compensation and Expenses. (a) In consideration of AFD’s the Distributor's services hereunder, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase distribution of Shares;
Shares of each Fund and Class thereof, the Distributor shall receive the charges (ii) from the Fund, any applicable including contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
and fees (iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the including "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the Fees" and "Shareholder Service FeeFees").
(b) as specified on Appendix A hereto. The Distribution Fee and Shareholder Service Fee, if any, Fee shall be accrued daily by the Trust each applicable Fund or class Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day business day after month-end, at the rate or in the amounts set forth in Appendix A and, as applicable, the Plan(s)Plans.
(b) Except as specified in Sections 8 and 10(a) and Appendix A, the Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at Distributor may receive compensation from the Trust’s custodian on behalf of 's investment adviser related to its services hereunder or for additional services all as may be agreed to between the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by investment adviser and the Trust under this AgreementDistributor.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundsTrust, the Funds or the Classes thereof (but not AFDthe Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Funds decide Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD The Distributor shall pay all expenses relating to AFDthe Distributor's broker-dealer qualification.
Appears in 2 contracts
Samples: Distribution Agreement (Ark Funds/Ma), Distribution Agreement (Ark Funds/Ma)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund Trust agrees to pay AFD pay, or to cause the applicable Fund or the applicable Fund’s adviser to pay, to NLD the fees set forth in Schedule B, the attached heretoSchedule(s) A. Fees will begin to accrue with respect to each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B the attached Schedule(s) A may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the any Shares of those classes as designated in Schedule A the Fund(s) for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the any Shares of those Classes as designated in Schedule A the Fund(s) for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received within fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the any Registration Statement and and/or any Prospectus (including but not limited to the expense of setting in type the any such Registration Statement and or Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various Statesstates; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States states as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State state for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Northern Lights Fund Trust IV), Underwriting Agreement (Northern Lights Fund Trust IV)
Compensation and Expenses. (a) In consideration of AFD’s the compliance services hereunderprovided by FCS pursuant to this Agreement, the Fund agrees to shall pay AFD FCS the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of-pocket charges incurred by FCS as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to FCS such compensation, as shall be payable prior to the effective date of termination.
(b) FCS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund counsel. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD opinion shall be borne by the Trust under this AgreementFund.
(c) The Trust FCS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustFund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) of the registration or qualification of fees payable to the Shares for sale investment adviser under an agreement between the securities laws of investment adviser and the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund Shares; (iv) payable interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Fund counsel, counsel to each State the Fund’s independent trustees, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Fund’s existence; (xii) costs of preparing, filing and printing the Fund’s Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefor; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Fund’s trustees and officers (except those incurred by officers affiliated with FCS); (xvii) costs of other personnel performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Compliance Services Agreement (FocusShares Trust), Compliance Services Agreement (SPA ETF Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund Company agrees to pay AFD to NLD the fees set forth in Schedule B, B attached heretohereto in addition to the fees set forth below. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust Company or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust Company grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust Company now or hereafter maintained in an account at the TrustCompany’s custodian on behalf of the Trust Company to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust Company under this Agreement.
(c) The Trust Company shall be responsible and assumes the obligation for payment of all the expenses of the TrustCompany, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust Company shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust Company and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Dominion Funds Inc), Underwriting Agreement (Dominion Funds Inc)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by ALPS pursuant to this Agreement, the Fund agrees to Trust shall pay AFD ALPS the fees set forth in Schedule B, attached Appendix B hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Funds. The fees payable for the services listed in Appendix B hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of pocket charges incurred by ALPS as set forth in Appendix B shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Trust shall pay to ALPS such compensation, as shall be payable prior to the effective date of termination.
(b) ALPS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Trust counsel. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at opinion shall be borne by the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust ALPS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustTrust or the Funds, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) the fees payable to the Funds’ investment adviser, under an agreement between the Funds’ investment adviser and the Trust on behalf of the registration or qualification of the Shares for sale under the securities laws of the various StatesFunds; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short-sale fees; (v) premiums of insurance for the Trust, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Trust counsel, counsel to each State the Trust’s independent trustees, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Trust’s or the Funds’ existence; (xii) costs of preparing, filing and printing a Funds’ Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Fund shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Trust’s trustees and officers (except those incurred by officers affiliated with ALPS); (xvii) costs of other personnel performing services for the Trust or the Funds; (xviii) costs of Board, Board committee and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Principal Financial Officer Services Agreement (Financial Investors Trust), Principal Financial Officer Services Agreement (Financial Investors Trust)
Compensation and Expenses. (a) In consideration of AFD’s the Distributor's services hereunderin connection with the distribution of Shares of each Fund and Class thereof, the Fund agrees to pay AFD Distributor the fees set forth in Schedule B, attached hereto. The Distribution Service Fee set forth on Schedule B may shall be offset by any fees and charges collected and retained by AFD Distributor as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes Classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, Fee shall be accrued daily by the Trust each applicable Fund or class Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day business day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD Distributor a general lien and security interest in any and all securities and other assets of the Trust a Fund now or hereafter maintained in an account at the Trust’s Fund's custodian on behalf of the Trust Fund to secure any Distribution Fees, Fees and Shareholder Service Fees, or other fees Fees owed AFD Distributor by the Trust under this Agreement.
(c) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Distributor as promptly as possible after the settlement date for each redemption of Shares.
(d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the TrustFunds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectus Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). .
(e) The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundsTrust, the Funds or the Classes thereof (but not AFDDistributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Funds decide Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD Distributor shall pay all expenses relating to AFDDistributor's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Advisorone Funds), Underwriting Agreement (Advisorone Funds)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by the Subadministrator pursuant to this Agreement, the Administrator shall pay the Subadministrator, with respect to each Fund, a fee at the annual rate stated for the Fund agrees to pay AFD the fees set forth in Schedule BA hereto (the “Fee Schedule”). Such fees shall be accrued by the Administrator daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, attached hereto. The Service Fee set forth on Schedule B may be offset by any all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Administrator shall pay to the Shares of those classes Subadministrator such compensation as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect shall be payable prior to the Shares effective date of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, the Subadministrator and Shareholder Service Fee, if any, shall be accrued daily its affiliated Persons may receive compensation or reimbursement from the Administrator with respect to (i) the provision of services not covered by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian this Agreement on behalf of the Trust to secure any Distribution FeesFunds, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD services not covered by the Trust under this Agreement, and (iii) service as a director, manager or trustee of a Fund.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in In connection with the preparation services provided by the Subadministrator pursuant to this Agreement, the Administrator agrees to reimburse the Subadministrator for the expenses set forth in the Fee Schedule. In addition, the Administrator shall reimburse the Subadministrator for all expenses and filing employee time (at 150% of salary) attributable to any review, outside of routine and normal periodic reviews or other reviews provided for under this Agreement, of the Registration Statement Funds’ accounts and Prospectus records by the Funds’ independent accountants or any regulatory body of which the Funds are first notified and that are not attributable to any negligent action or inaction of the Subadministrator.
(including but not limited d) The Subadministrator may, with respect to questions of law relating to its services hereunder and with the Administrator’s consent, apply to and obtain the advice and opinion of counsel to the expense of setting in type Funds or counsel to the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders)Administrator. The Trust shall bear costs of any such advice or opinion of counsel to the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as Funds shall be selected borne by the Trust Administrator, and AFD pursuant the Subadministrator shall notify the Administrator of any such advice and shall cooperate with the Administrator to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including ensure that such costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationare reasonable.
Appears in 2 contracts
Samples: Subadministration Agreement (Wright Managed Income Trust), Subadministration Agreement (Wright Managed Equity Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by ALPS pursuant to this Agreement, the Fund agrees to Trust shall pay AFD ALPS the fees set forth in Schedule B, attached Appendix B hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix B hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of pocket charges incurred by ALPS as set forth in Appendix B shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Trust shall pay to ALPS such compensation, as shall be payable prior to the effective date of termination.
(b) ALPS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Trust counsel. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at opinion shall be borne by the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust ALPS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustTrust or the Fund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) the fees payable to the Fund’s investment adviser, under an agreement between the Fund’s investment adviser and the Trust on behalf of the registration or qualification of the Shares for sale under the securities laws of the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short-sale fees; (v) premiums of insurance for the Trust, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Trust counsel, counsel to each State the Trust’s independent trustees, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Trust’s or the Fund’s existence; (xii) costs of preparing, filing and printing a Fund’s Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Fund shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Trust’s trustees and officers (except those incurred by officers affiliated with ALPS); (xvii) costs of other personnel performing services for the Trust or the Fund; (xviii) costs of Board, Board committee and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Principal Financial Officer Services Agreement (Financial Investors Trust), Principal Financial Officer Services Agreement (ALPS Series Trust)
Compensation and Expenses. (a) In consideration of AFD’s services hereunderThe Custodian, the Fund agrees to pay AFD Program Sponsor and the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service FeeTPA or other record keeper, if any, will be entitled to receive compensation for services provided hereunder. The Program Sponsor will be responsible for collecting its compensation by deducting the amounts from the Participant Account on a periodic basis. The Participant has been informed of such fee schedule and agrees to be bound thereby. The fee schedule may be revised from time to time upon at least thirty days prior written notice to the Participant for whom a Custodial Account is maintained. The Custodian shall be accrued daily compensated for its services in accordance with the Custodian’s or its affiliates’ applicable fee arrangement with the Program Sponsor, which arrangement may be revised from time to time. The Custodian will be entitled to reimbursement for all reasonable and necessary costs, expenses, and disbursements incurred by it in the performance of such services, including, without limitation, attorneys’ fees. All fees, taxes and expenses charged to a Custodial Account may be collected by the Trust Custodian from the amount of any Contribution or class thereof dividend credited or to be credited to the Custodial Account or by redeeming investments credited to the Custodial Account. The Custodian or its affiliate may also retain any earnings credited on any funds in the Custodial Account pending Investment Direction and pending distribution (“float”) as part of its compensation for services provided. The Custodian may invest any cash balances of the Fund in a demand account or other investment product, subject to the requirements of applicable law and regulation. The Custodian shall not be paid monthly as promptly as possible after the last day of each calendar month but obligated to invest such funds in any event on or before interest-bearing account. Fees, if any, and the fifth (5th) Fund Business Day after month-end, at the rate or manner of calculating such fees are disclosed in the amounts set forth in Xxxxx-Xxxxxxxx Capital Important Disclosure Form which can be obtained at xxx.0xxx.xxx or by calling the Plan(s)Xxxxx-Xxxxxxxx Client Account Services at 000-000-0000. The Trust grants Custodian will charge and transfers withdraw from a Participant’s Account the amount of its fees, as well as investment program related charges and expenses, loan and withdrawal expenses attributable to AFD a general lien each Account, allocable Custodial Account expenses and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the extraordinary expenses of the TrustCustodian, including legal, auditing, and accounting expenses incurred in the administration of the Custodial Account. Custodian shall not, however, make any charge, in addition to its agreed fees, for any services by any of its officers or employees in the performance of its duties as Custodian hereunder. Expenses or charges of Custodian attributable to a particular Participant, including taxes assessed against a Custodial Account interest, shall be assessed against and satisfied from such Participant’s Custodial Account. The Custodian reserves the right to amend the Custodial fee at any time by giving the Participant thirty (30) days prior written notice. At the sole discretion of the Custodian, the Custodial fee may be reduced or eliminated. Sales charges, brokerage fees and/or investment fees are considered to be noncustodial fees and disbursements of its counsel and auditors, in connection with are dependent on the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be investments selected by the Trust Participant. Such charges, fees and AFD pursuant expenses are in addition to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationCustodial fee.
Appears in 2 contracts
Samples: Custodial Account Agreement, Custodial Account Agreement
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees and charges outlined below and the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Roge Partners Funds), Underwriting Agreement (Miller Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s services hereunderthe Services provided by Citibank pursuant to this Agreement, the Fund agrees Trust shall pay Citibank, with respect to pay AFD each Fund, the fees set forth in Schedule Ba separate document agreed to from time to time by the Parties (the "Fee Schedule"). These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. Reimbursement shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, attached hereto. The Service Fee set forth on Schedule B may be offset by any all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Citibank such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Citibank and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services not covered by this Agreement on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD services not covered by the Trust under this Agreement, and (iii) service as a trustee of the Trust.
(c) In connection with the services provided by Citibank pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to reimburse Citibank for the expenses set forth in the Fee Schedule. In addition, the Trust, on behalf of the applicable Fund, shall reimburse Citibank for all expenses and employee time (at 150% of salary) attributable to any review, outside of routine and normal periodic reviews or other reviews provided for under this Agreement, of the Trust's accounts and records by the Trust's independent accountants or any regulatory body of which the Trust is first notified and that are not attributable to any negligent action or inaction of Citibank or any custodian that was (as of the relevant time period) an Affiliate of Citibank.
(d) Citibank may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Citibank. The costs of any such advice or opinion of counsel to the Trust shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements Citibank shall notify the Trust of its counsel any such advice and auditors, in connection shall cooperate with the preparation and filing of the Registration Statement and Prospectus (including but not limited Trust to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in ensure that such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationare reasonable.
Appears in 2 contracts
Samples: Accounting, Administration and Transfer Agency Services Agreement (Forum Funds), Accounting, Administration and Transfer Agency Services Agreement (Forum Funds)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by ALPS pursuant to this Agreement, the Fund agrees to shall pay AFD ALPS the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of pocket charges incurred by ALPS as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to ALPS such compensation, as shall be payable prior to the effective date of termination.
(b) ALPS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund counsel, subject to coordination and preapproval and consent by an appropriate officer of the Fund, which consent shall not be reasonably withheld. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD opinion shall be borne by the Trust under this AgreementFund.
(c) The Trust ALPS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustFund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) of the registration or qualification of fees payable to the Shares for sale investment adviser under an agreement between the securities laws of investment adviser and the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund Shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short sale fees; (v) premiums of insurance for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Fund counsel, counsel to each State the Fund’s independent directors, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Fund’s existence; (xii) costs of preparing, filing and printing the Fund’s Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Fund’s directors and officers (except those incurred by officers affiliated with ALPS); (xvii) costs of other personnel performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable state, territory or foreign securities laws registration fees and related expenses.
(d) The PFO shall not receive and shall not make any claim under this Agreement or otherwise against Fund compensation, workers’ compensation, unemployment insurance compensation, or life insurance, social security benefits, disability insurance benefits or any other benefits. ALPS is solely responsible for standard transmission costsany such compensation or benefits to be paid to the PFO, including costs imposed and ALPS shall withhold on behalf of the PFO the required sums for income tax, unemployment insurance or social security pursuant to any law or requirement of any government agency including, without limitation, unemployment tax, federal, state or foreign income tax, federal social security (FICA) payments and disability insurance taxes. ALPS and the PFO shall make such tax payments as may be required by applicable law and shall indemnify and hold the National Securities Clearing CorporationFund harmless from any liability that the Fund may incur as a consequence of ALPS’ or the PFO’s failure to make any such tax payment(s).
(e) ALPS and the PFO shall perform the services hereunder as independent contractors and not as employees of the Fund, although the PFO shall be an employee of ALPS. AFD As independent contractors, neither ALPS nor the PFO is, and neither shall pay all expenses relating represent itself or himself to AFD's broker-dealer qualificationthird parties as being, the agent or representative of the Fund, except as specifically set forth herein. Neither ALPS nor the PFO have, and shall not represent itself or himself to third parties as having, actual or apparent power or authority to do or take any action for or on behalf of the Fund, as its agent, representative or otherwise, except as specifically set forth herein.
Appears in 2 contracts
Samples: Pfo Services Agreement (EGA Emerging Global Shares Trust), Pfo Services Agreement (EGA Emerging Global Shares Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Foreside pursuant to this Agreement, the Fund agrees to shall pay AFD Foreside the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of-pocket charges incurred by Foreside as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to Foreside such compensation, as shall be payable prior to the effective date of termination.
(b) Foreside may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund counsel, subject to coordination and pre-approval and consent by appropriate representatives of the Fund's investment adviser, which consent shall not be reasonably withheld. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD opinion shall be borne by the Trust under this AgreementFund.
(c) The Trust Foreside shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustFund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) of the registration or qualification of fees payable to the Shares for sale investment adviser under an agreement between the securities laws of investment adviser and the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund Shares; (iv) payable interest charges, taxes and brokerage fees and commissions and short sale fees; (v) premiums of insurance for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Fund counsel, counsel to each State the Fund's independent directors, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Fund's existence; (xii) costs of preparing, filing and printing the Fund's Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefore; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Fund's directors and officers (except those incurred by officers affiliated with Foreside); (xvii) costs of other personnel performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Pfo/Treasurer Services Agreement (RevenueShares ETF Trust), Pfo/Treasurer Services Agreement (Sound Shore Fund Inc)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund The Trust agrees to pay AFD the fees CFS compensation for its services provided pursuant to this Agreement, as set forth in Schedule BC hereto, attached heretoor as shall be set forth in amendments to such schedule approved by the Board of Trustees of the Trust (the “Board”) and CFS. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Fund shall pay to CFS such compensation as shall be payable prior to the effective date of termination. The Service Fee set forth Fund acknowledges that CFS may from time to time earn money on Schedule B may be offset amounts in the deposit accounts maintained by any fees CFS to service the Funds (and charges collected and retained other clients serviced by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in CFS). In connection with the purchase services provided by CFS pursuant to this Agreement, the Trust, on behalf of Shares;
(ii) from the each Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with agrees to reimburse CFS for the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts expenses set forth in the Plan(s)Schedule C hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse CFS for all reasonable expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses review of the Trust, including ’s accounts and records by the Trust’s independent accountants or any regulatory body outside of routine and normal periodic reviews. All fees and disbursements of its counsel reimbursements are payable in arrears on a monthly basis and auditorsthe Trust, in connection with the preparation and filing on behalf of the Registration Statement applicable Fund, agrees to pay all fees and Prospectus reimbursable expenses within five (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i5) business days following receipt of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (World Funds Trust), Transfer Agency and Services Agreement (Dblaine Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s For the services hereunderprovided by FSI pursuant to this Agreement, the Fund Fund, on behalf of each Fund, agrees to pay AFD FSI the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth Fees will begin to accrue for each Fund on Schedule B may be offset by the latter of the date of this Agreement or the date of commencement of operations of the Fund. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Fund shall pay to FSI such compensation as shall be payable prior to the Shares effective date of those classes as designated termination. The Fund acknowledges that FSI may from time to time earn money on amounts in Schedule A for which a Plan is effective the deposit accounts maintained by FSI to service the Funds (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee"and other clients serviced by FSI).
(b) The Distribution Fee and Shareholder Service FeeIn connection with the services provided by FSI pursuant to this Agreement, if anythe Fund, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day on behalf of each calendar month but in any event on or before Fund, agrees to reimburse FSI for the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts expenses set forth in Appendix A hereto. In addition, the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian Fund, on behalf of the Trust applicable Fund, shall reimburse FSI for all reasonable incurred expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Fund's accounts and records by the Trust under Fund's independent accountants or any regulatory body outside of routine and normal periodic reviews. Routine and normal period reviews shall, at a minimum, include the review of the Fund's annual and semi-annual financial statements by the Fund's accountants, and routine examinations by any regulator having jurisdiction over the Fund. Should the Fund exercise its right to terminate this Agreement, the Fund, on behalf of the applicable Fund, shall reimburse FSI at rates set forth in Appendix A for all reasonable incurred out-of-pocket expenses and employee time associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(c) The Trust shall be responsible All fees and assumes reimbursements are payable in arrears on a monthly basis and the obligation for payment of all the expenses Fund, on behalf of the Trustapplicable Fund, including agrees to pay all fees and disbursements of its counsel and auditors, in connection with the preparation and filing reimbursable expenses within five (5) business days following receipt of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationrespective billing notice.
Appears in 2 contracts
Samples: Transfer Agency and Services Agreement (Ameritor Security Trust), Transfer Agency and Services Agreement (Ameritor Investment Fund)
Compensation and Expenses. (a) In The Fund acknowledges that the Placement Agent will enter into a separate services agreement with the Investment Adviser pursuant to which the Investment Adviser will compensate the Placement Agent and reimburse certain expenses of the Placement Agent in consideration of AFD’s services hereunder, provided by the Fund agrees Placement Agent to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees Investment Adviser with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall Placement Agent may be accrued daily deemed to receive a placement fee from the Fund in connection with the sale of Shares by the Trust or class thereof and Financial Intermediaries. Any such fee shall be paid monthly as promptly as possible after to such Financial Intermediaries pursuant to a Sub-Placement Agent Agreement entered into by and between the last day Placement Agent and each Financial Intermediary. For avoidance of each calendar month but in doubt, any event on or before such payment of placement fees pursuant to a Sub-Placement Agent Agreement may be effected by the fifth relevant Financial Intermediary (5thi) charging such placement fee directly to the relevant client, (ii) netting the amount of such placement fee against the subscription amount paid over to the Fund Business Day after month-endand (iii) retaining such placement fee amount for the Financial Intermediary’s own account, at subject to the rate or in Placement Agent’ s consent and the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets terms of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this relevant Sub-Placement Agent Agreement.
(c) The Trust Fund has adopted a distribution plan for Class S Shares and Class D Shares in compliance with Rule 12b-1 under the 1940 Act (the “Distribution Plan”). Subject to the terms and conditions herein, the Placement Agent shall pay, cause to pay or otherwise facilitate payments to Financial Intermediaries under the Distribution Plan; provided, however, the Placement Agent shall not be responsible obligated to make any payments in accordance with the Distribution Plan to any Financial Intermediary or other third party unless and assumes until: (i) the obligation terms of such payment are agreed in a corresponding Sub-Placement Agent Agreement with the Placement Agent; (ii) such payment has been approved by the Fund; and (iii) such payment has been received by the Placement Agent.
(d) The Fund will pay, or will cause to be paid, all costs and expenses relating to (i) the preparation and photocopying or printing of its Offering Memorandum, and all amendments and supplements thereto, and Related Offering Materials; (ii) the exemption from registration or qualification of Shares for payment offer and sale under Regulation D and under all relevant Blue Sky Laws; (iii) the furnishing to the Placement Agent of all the expenses copies of the TrustFund’s Offering Memorandum and all amendments or supplements thereto and of Related Offering Materials and other documents reasonably requested by the Placement Agent, in such quantities as may be reasonably requested by the Placement Agent, including costs of shipping and mailing; (iv) fees and disbursements of its counsel and auditors, to the Fund in connection with the preparation organization and filing maintenance of the Registration Statement Fund and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected transactions contemplated by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofthis Agreement; and (v) payable for standard transmission costsall other expenses of the Fund which are not the express obligations of the Placement Agent as set forth in this Agreement.
(e) As between the Placement Agent and the Fund, including costs imposed by the National Securities Clearing Corporation. AFD Placement Agent shall pay all expenses relating to AFD's its broker-dealer qualification.
Appears in 2 contracts
Samples: Private Placement Agent Agreement (Privacore PCAAM Alternative Income Fund), Private Placement Agent Agreement (Privacore PCAAM Alternative Growth Fund)
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by the Administrator pursuant to this Agreement, the Fund agrees Trust shall pay the Administrator, with respect to pay AFD each Class of the Trust, the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on Schedule B may be offset by the first day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption beginning of Shares;
(iii) from the Fund, the distribution service fees with respect that month to the Shares date of those classes termination, as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fundcase may be, the shareholder service fees with respect shall be prorated according to the Shares proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of those Classes this Agreement the Trust shall pay to the Administrator such compensation as designated in Schedule A for which a Service Plan is shall be payable prior to the effective (the "Shareholder Service Fee")date of termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, the Administrator and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services on behalf of the Trust to secure in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD by services, and (iii) service as a trustee or officer of the Trust under this AgreementTrust.
(c) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, including: (a) the fee payable under this Agreement; (b) the fees payable to each Adviser under an agreement between the Adviser and the Trust; (c) expenses of issue, repurchase and redemption of Shares;
(d) interest charges, taxes and brokerage fees and commissions; (e) premiums of insurance for the Trust, its trustees and officers and fidelity bond premiums; (f) fees, interest charges and expenses of third parties, including the Trust's independent accountant, legal counsel, custodian, transfer agent, dividend disbursing agent and fund accountant; (g) fees of pricing, interest, dividend, credit and other reporting services; (h) costs of membership in trade associations; (i) telecommunications expenses; (j) funds transmission expenses; (k) auditing, legal and compliance expenses; (l) costs of forming the Trust and maintaining its existence; (m) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (n) expenses of meetings of shareholders and proxy solicitations therefor; (o) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (p) costs of reproduction, stationery, supplies and postage; (q) fees and expenses of the Trust's trustees; (r) compensation of the Trust's officers and employees and costs of other personnel (who may be employees of the Adviser, including the Administrator or their respective affiliated persons) performing services for the Trust; (s) costs of Board, Board committee, shareholder and other corporate meetings; (t) SEC registration fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Actrelated expenses; (iiu) of the registration state, territory or qualification of the Shares for sale under the foreign securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust registration fees and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereofrelated expenses; and (v) payable for standard transmission costs, including costs imposed all fees and expenses paid by the National Securities Clearing Corporation. AFD shall pay all expenses relating Trust in accordance with any Plan or Service Plan or agreement related to AFD's broker-dealer qualificationsimilar manners.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Principled Equity Market Fund), Transfer Agency and Service Agreement (Principled Equity Market Fund)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay, or cause the Fund’s adviser to pay AFD to NLD the fees and charges outlined below and the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "“Distribution Fee"”); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFD's NLD’s broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Equinox Funds Trust), Underwriting Agreement (Equinox Funds Trust)
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("“CDSC"”) assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "“Distribution Fee"”); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "“Shareholder Service Fee"”).
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFD's NLD’s broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (Multi-Strategy Growth & Income Fund), Underwriting Agreement (Ocm Mutual Fund)
Compensation and Expenses. (a) A. In consideration of AFD’s for its services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund agrees will pay to pay AFD the fees set forth in Schedule BIFTC from time to time a reasonable compensation for all services rendered as Agent, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected also, all its reasonable out- of-pocket expenses, charges, counsel fees, and retained by AFD as set forth below:
other disbursements (iCompensation and Expenses) any applicable sales charge assessed upon investors incurred in connection with the purchase agency. Such compensation is set forth in a separate schedule, a copy of Shares;
(ii) from which is attached hereto and incorporated herein by reference. IFTC shall make reasonable efforts to xxxx the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes Fund as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes soon as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible practicable after the last day end of each calendar month but for the Compensation and Expenses due for that month and said billing shall be detailed in accordance with the such schedule. If the Fund has not paid such Compensation and Expenses to IFTC within a reasonable time, IFTC may charge against any event on or before monies held under this Agreement, the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers amount of any Compensation and/or Expenses for which it shall be entitled to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust reimbursement under this Agreement.
(c) The Trust shall be responsible and assumes the obligation B. Fund agrees to promptly reimburse IFTC for payment of all the reasonable out-of-pocket expenses of the Trust, including fees and disbursements of its counsel and auditors, or advances incurred by IFTC in connection with the preparation performance of services under this Agreement, for postage (and filing first class mail insurance in connection with mailing share certificates), envelopes, check forms, continuous forms, forms for reports and statements, stationery, and other similar items, telephone and telegraph charges incurred in answering inquiries from dealers or shareholders, microfilm used each year to record the previous year's transactions in shareholder accounts and computer tapes used for permanent storage of records and cost of insertion of materials in mailing envelopes by outside firms. IFTC will provide to Fund no less often than monthly a detailed accounting of all such expenses on behalf of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationFund.
Appears in 2 contracts
Samples: Agency Agreement (Berger One Hundred & One Fund Inc), Agency Agreement (One Hundred Fund Inc)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Portfolio, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Portfolio, the Trust shall pay Forum, with respect to each Portfolio, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Portfolio the fees set forth in connection with the redemption of Shares;
clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the Fundservices listed in clause (iii) of Appendix B hereto, as such services may be performed by the distribution service Portfolio's independent accountant if appropriate. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Portfolio commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Portfolio, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Portfolio, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Portfolio, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Portfolio, shall reimburse Forum for all out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities.
(cd) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Forum. The Trust costs of any such advice or opinion shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Portfolio and Unitholder Accounting Agreement (Core Trust /De), Portfolio and Unitholder Accounting Agreement (Core Trust /De)
Compensation and Expenses. (a) In consideration of AFD’s the compliance services hereunderprovided by FCS pursuant to this Agreement, the Fund agrees to shall pay AFD FCS the fees set forth in Schedule B, attached Appendix A hereto. The Service Fee set forth on Schedule B may be offset by any All fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Fund. The fees payable for the services listed in Appendix A hereto shall be paid payable monthly as promptly as possible after in arrears on the last first business day of each calendar month but in any event on or before for services performed during the fifth (5th) Fund Business Day after prior calendar month. Any out-end, at the rate or in the amounts of-pocket charges incurred by FCS as set forth in Appendix A shall be paid as incurred. If fees begin to accrue in the Plan(s)middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to FCS such compensation, as shall be payable prior to the effective date of termination.
(b) FCS may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund counsel, subject to the prior notification of the Secretary of the Fund in those instances where Fund counsel expenses may, in the opinion of the CCO, exceed $2,500. The Trust grants and transfers to AFD a general lien and security interest in costs of any and all securities and other assets of the Trust now such advice or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD opinion shall be borne by the Trust under this AgreementFund.
(c) The Trust FCS shall not be responsible for and assumes will not assume the obligation for payment of all the expenses of the TrustFund, including fees and disbursements of its counsel and auditorsincluding, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses without limitation: (i) of the registration of the Shares for sale fee payable under the Securities Actthis Agreement; (ii) of the registration or qualification of fees payable to the Shares for sale investment adviser under an agreement between the securities laws of investment adviser and the various StatesFund; (iii) if necessary or advisable in connection therewithexpenses of issue, repurchase and redemption of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofFund shares; (iv) payable interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges and expenses of third parties, including Fund counsel, counsel to each State the Fund’s independent Trustees, independent public accountants, compliance audit firms, custodians, transfer agents, dividend disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) transmission expenses; (xi) costs of maintaining the Fund’s existence; (xii) costs of preparing, filing and printing the Fund’s Prospectus, subscription application forms and stockholder reports and other communications and delivering them to existing stockholders, whether of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations therefor; (xiv) costs of maintaining books of original entry for continuing portfolio and Fund accounting and other required books and accounts and of calculating the net asset value of Shares; (xv) costs of stationery, supplies and postage; (xvi) fees and expenses of the Fund’s Trustees and officers (except those incurred by officers affiliated with FCS); (xvii) costs of other personnel performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate meetings; (xix) SEC registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffees and related expenses; and (vxx) payable for standard transmission costsstate, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationterritory or foreign securities laws registration fees and related expenses.
Appears in 2 contracts
Samples: Compliance Services Agreement (Allstate Financial Investment Trust), Compliance Services Agreement (Allstate Financial Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s the Distributor's services hereunderin connection with the distribution of Shares of each Fund and Class thereof, AFD shall receive:
(i) a minimum fee of $10,000 per annum for the Fund agrees to pay AFD the fees set forth in Schedule Bfirst portfolio and $5,000 per annum for any subsequent fund, attached heretoportfolio, or class. The Service Fee set forth on Schedule B may This minimum fee shall be offset set by any fees and charges collected and retained by AFD the Distributor. Fees and charges to be collected by the Distributor are as set forth belowfollow:
(iA) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(iiB) from the FundTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iiiC) from the FundTrust, the distribution service fees with respect to the Shares of those classes Classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(ivD) from the FundTrust, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, Fee shall be accrued daily by the Trust each applicable Fund or class Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust a Fund now or hereafter maintained in an account at the Trust’s Fund's custodian on behalf of the Trust Fund to secure any Distribution Fees, Fees and Shareholder Service Fees, or other fees Fees owed AFD by the Trust under this Agreement.
(c) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to AFD as promptly as possible after the settlement date for each redemption of Shares.
(d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the TrustFunds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectus Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). .
(e) The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the FundsTrust, the Funds or the Classes thereof (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Funds decide Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Distribution Agreement (Alpha Analytics Investment Trust), Distribution Agreement (Alpha Analytics Investment Trust)
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the Trust shall pay Forum, with respect to each Fund the fees set forth in connection with the purchase of Shares;
clause (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service Appendix B hereto. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof and Trust. The fees payable for the services listed in clause (i) of Appendix B hereto shall be paid payable monthly as promptly as possible after on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 5(b) shall be payable monthly in arrears on the first day of each calendar month for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iii) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at Reimbursements shall be payable as incurred. In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all reasonably incurred expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust under exercise its right to terminate this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse Forum for all reasonably incurred out-of-pocket expenses and employee time (at 150% of salary) associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities. Such expenses and charges shall be documented fully in the invoice submitted to the Trust for payment.
(c) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of outside counsel to the Trust or counsel to Forum; provided, however, that Forum shall in all cases first reasonably attempt to apply to and obtain the advice and opinion of in-house counsel to the Administrator. The costs of any such advice or opinion of outside counsel to the Trust shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 2 contracts
Samples: Fund Accounting Agreement (Icm Series Trust), Fund Accounting Agreement (Icm Series Trust)
Compensation and Expenses. (a) In consideration of AFDXTF CAPITAL’s services hereunder, the Fund agrees to pay AFD XTF CAPITAL the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD XTF CAPITAL as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD XTF CAPITAL a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD XTF CAPITAL by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDXTF CAPITAL) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD XTF CAPITAL pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD XTF CAPITAL shall pay all expenses relating to AFDXTF CAPITAL's broker-dealer qualification.
Appears in 2 contracts
Samples: Underwriting Agreement (XTF Advisors Trust), Underwriting Agreement (XTF Investors Trust)
Compensation and Expenses. (a) In consideration of AFD’s As compensation for services hereunderunder this Agreement, the Fund agrees to pay AFD the fees set forth Trust shall compensate HASi in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection accordance with the purchase schedule of Shares;
fees outlined in this Agreement’s Administrative Services Fee Exhibit and such other provisions provided in this Agreement. HASi shall have sole responsibility and liability for payment of compensation to any Subcontractor (ii) from the Fundas that term is defined in Article 13), any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fundexcept for out-of-pocket expenses, the distribution service fees with respect to the Shares of those classes such as designated in Schedule A for passive foreign investment company determinations and FIN48 assessments by outside auditors, which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily borne by the Trust. Any fee exhibits shall be dated and executed by a duly authorized officer of the Trust and HASi. Any amendments or class thereof adjustments to these fee exhibits shall be in writing and similarly executed. However, from time to time in its sole discretion, HASi may waive all or a portion of such compensation it is entitled to receive under this Agreement. All rights of compensation shall survive the termination of this Agreement. Any compensation payable to HASi shall be prorated for periods of less than a month, and shall be paid monthly calculated with references to a Fund’s assets as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or determined in the amounts set forth time and manner specified in the Plan(s)Trust’s Prospectus (as defined in Article 8). The Trust grants will accrue daily and transfers pay HASi monthly (or daily at HASi’s request) all compensation and out of pocket expenses contemplated under this Agreement. Out-of-pocket expenses include but are not limited to AFD a general lien postage (including overnight courier service), envelopes, telephones, telecommunication charges (including Fax), travel, duplicating, forms, supplies, microfiche, and security interest in any and all securities and other assets expenses incurred at the specific direction of the Trust. Out-of-pocket disbursements shall also include such other items agreed upon between the Parties from time to time. The Trust now or hereafter maintained in an account will reimburse HASi for any reasonable non-routine expenses it incurs at the Trust’s custodian request or consent. HASi will maintain detailed information about such compensation and out of pocket expenses. HASi shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the services hereunder, including the compensation of HASi employees who serve as Trust trustees or officers. Unless this Agreement explicitly provides to the contrary, the Trust shall be solely responsible, and shall promptly reimburse HASi, for all expenses HASi or any Subcontractor incurs on behalf the Trust’s behalf, including without limitation, fees and expenses related to: postage and courier services; printing, document production, registration and filings; travel; Fund counsel and counsel to the majority of the Trustees of the Trust to secure any Distribution Feeswho are not “interested persons”, Shareholder Service Feesindependent auditors, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment professional services; organization of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereofits Funds; (iv) insurance coverage; interest; membership in trade organizations; custody, investment advisory, transfer agency and other service providers retained directly by the Trust; brokerage services; taxes; fees and expenses of Board members; fees payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereoffederal, state and other governmental agencies; and (v) all other expenses properly payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationTrust.
Appears in 1 contract
Samples: Administrative Services Agreement (Huntington Funds)
Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund Trust agrees to pay pay, or cause the Fund or the Fund’s adviser to pay, to AFD the fees set forth in Schedule B, B attached heretohereto in addition to the fees set forth below. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 1 contract
Compensation and Expenses. (a) A. In consideration of AFD’s for DST's services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in connection with the agency. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit B. If the Fund has not paid such Compensation and Expenses to DST within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17.
B. The Fund also agrees promptly to reimburse DST for all reasonable billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including DST Output, LLC), off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Fund's request at the Fund's or a third party's premises, telecommunications equipment, telephone/telecommunication lines between the Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and National Securities Clearing Corporation ("NSCC") transaction fees, if applicable, to the extent any of the foregoing are paid by DST. The Fund agrees to pay AFD postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection request or with the purchase consent of Shares;
(ii) from the Fund will be promptly reimbursed by the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily by the Trust or class thereof due and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth thirtieth (5th30/th/) business day after receipt of the statement therefor by the Fund Business Day after month-end, at (the rate or in the amounts set forth in the Plan(s"Due Date"). The Trust grants and transfers Fund is aware that its failure to AFD pay all amounts in a general lien and security interest in any and all securities and other assets of timely fashion so that they will be received by DST on or before the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust Due Date will give rise to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD costs to DST not contemplated by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the expense event that any amounts due hereunder are not received by DST by the Due Date, the Fund shall pay a late charge equal to the lesser of setting the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in type no event constitute a waiver of the Registration Statement Fund's or DST's default or prevent the non-defaulting party from exercising any other rights and Prospectus remedies available to it.
D. In the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and printing sufficient quantities notify DST in writing of any disputed charges for internal compliance, regulatory purposes and billable expenses which it is disputing in good faith. Payment for distribution such disputed charges shall be due on or before the close of the fifth (5/th/) business day after the day on which DST provides to current shareholdersthe Fund documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.
E. The Trust fees and charges set forth on Exhibit B shall bear increase or may be increased as follows:
(1) On the cost first day of each new term or otherwise in accordance with the "Fee Increases" provision in Exhibit B;
(2) DST may increase the fees and expenses charges set forth on Exhibit B upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) of the registration of the Shares for sale under the Securities Act; require substantial system modifications or (ii) materially increase cost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Fund which features are not consistent with the Fund's current processing requirements; and
(4) In the event DST, at the Fund's request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit B to the extent such Exception Services increase DST's cost of performance. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse DST for the Fund's pro-rata portion of the registration cost of developing the new software to comply with regulatory charges and for the increased cost of operation. If DST notifies the Fund of an increase in fees or qualification charges under subparagraphs (3) or (4) of this Section 6.E., the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable parties shall confer, diligently and in connection therewithgood faith, of qualifying the Funds, (but not AFD) as an issuer or as and agree upon a broker or dealer, in new fee to cover such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationnew fund feature.
Appears in 1 contract
Compensation and Expenses. (a) A. In consideration of AFDfor DST’s services hereunderhereunder as Transfer Agent and Dividend Disbursing Agent, the Fund will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, reasonable counsel fees, and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. For the sake of clarity, each party will be responsible for its own reasonable counsel fees as related to the negotiation of this Agreement. Such compensation is set forth in a separate schedule to be agreed to by the Fund and DST, a copy of which is attached hereto as Exhibit A. If the Fund has not paid such Compensation and Expenses within a reasonable time, DST may, after prior written notice to the Fund, charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it is entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 17.
B. The Fund also agrees to reimburse DST in accordance with Section 6.C for all reasonable billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, reasonable counsel fees, outside printing and mailing firms, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Fund’s request at the Fund’s or a third party’s premises, telecommunications equipment, telephone/telecommunication lines between the Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, and National Securities Clearing Corporation (“NSCC”) transaction fees, if applicable, to the extent any of the foregoing are paid by DST. The Fund agrees to pay AFD postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection request or with the purchase prior written consent of Shares;the Fund will be reimbursed by the Fund in accordance with Section 6.C.
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, C. Amounts due hereunder shall be accrued daily by the Trust or class thereof due and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the thirtieth (30th) business day after receipt of the statement therefor by the Fund (the “Due Date”). The Fund is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, the Fund shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Fund’s or DST’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which DST provides to the Fund Business Day documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed, which may be reasonably determined by the Fund, in good faith until the fifth business day after monththe Revised Due Date. For the avoidance of doubt, the Revised Due Date shall not be before the thirty-endfifth (35th) business day after receipt of the original statement by the Fund.
E. The fees and charges set forth on Exhibit A shall increase or may be increased upon mutual agreement of the parties hereto as follows:
(1) DST may increase the fees and charges as set forth on Exhibit A on the first day of each new term or otherwise in accordance with the “Fee Increases” provision in Exhibit A upon at least ninety (90) days prior written notice;
(2) DST may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder;
(3) DST may charge for additional features of TA2000 used by the Fund which features are not consistent with the Fund’s current processing requirements; and
(4) In the event DST, at the rate Fund’s request or direction, performs Exception Services, DST shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST’s cost of performance. If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (1) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee provided, however, in the amounts set forth event the parties are unable to mutually agree on the increase in such fees, DST may, upon nine (9) months’ notice to Fund, terminate the Plan(s)Agreement without additional liability to Fund. The Trust grants If DST notifies the Fund of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and transfers in good faith and agree upon a new fee to AFD a general lien and security interest in any and all securities and other assets cover the amount necessary, but not more than such amount, to reimburse DST for the Fund’s pro-rata portion of the Trust now or hereafter maintained in an account at cost of developing the Trust’s custodian on behalf of the Trust new software to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection comply with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes charges and for distribution to current shareholders)the increased cost of operation. The Trust shall bear If DST notifies the cost and expenses Fund of an increase in fees or charges under subparagraphs (i3) or (4) of this Section 6.E., the registration parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature or service. DST must notify the Company of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, increase in such States as shall be selected by the Trust and AFD pursuant fees prior to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationproviding such services.
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Compensation and Expenses. (a) In consideration of AFD’s Axxxxx’x services hereunder, the Fund agrees to pay AFD pay, or cause the Fund’s adviser to pay, to Axxxxx the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date Axxxxx begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD Axxxxx, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD Axxxxx a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD Axxxxx by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by Axxxxx within fifteen (15) days of the Fund’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDAxxxxx) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD Axxxxx pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD Axxxxx shall pay all expenses relating to AFD's Axxxxx'x broker-dealer qualification.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Fund, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
clause (iii) from of Appendix B hereto. Nothing in this Agreement shall require Forum to perform any of the services listed in Section 2(a)(xiv) and clause (iii) of Appendix B hereto, as such services may be performed by the Fund, the distribution service 's independent accountant if appropriate. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD review of the Trust's accounts and records by the Trust under this AgreementTrust's independent accountants or any regulatory body outside of routine and normal periodic reviews.
(c) Forum may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of counsel to the Trust or counsel to Forum. The Trust costs of any such advice or opinion shall be responsible and assumes the obligation for payment of all the expenses of borne by the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFD’s the services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Fund, the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
Clause (i) any applicable sales charge assessed upon investors of Appendix B hereto. In consideration of the services provided by Forum to begin the operations of a new Fund, the Trust shall pay Forum, with respect to each Fund, the fees set forth in connection with the purchase of Shares;
clause (ii) from of Appendix B hereto. In consideration of additional services provided by Forum to perform certain functions, the FundTrust shall pay Forum, any applicable contingent deferred sales charge ("CDSC") assessed upon investors with respect to each Fund the fees set forth in connection with the redemption of Shares;
clause (iii) from the Fund, the distribution service of Appendix B hereto. All fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, payable hereunder shall be accrued daily by the Trust or class thereof Trust. The fees payable for the services listed in clauses (i) and (iii) of Appendix B hereto shall be paid payable monthly as promptly as possible after in advance on the last first day of each calendar month but for services to be performed during the following calendar month. The fees payable for the services listed in any event clause (ii) and for all reimbursements as described in Section 4(b) shall be payable monthly in arrears on the first day of each calendar month (the first day of the calendar month after the Fund commences operations in the case of the fees listed in clause (ii) of Appendix B hereto) for services performed during the prior calendar month. If fees payable for the services listed in clause (i) begin to accrue in the middle of a month or if this Agreement terminates before the fifth end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to a Fund, the Trust shall pay to Forum such compensation as shall be payable prior to the effective date of termination.
(5thb) Fund Business Day after month-endIn connection with the services provided by Forum pursuant to this Agreement, at the rate or in Trust, on behalf of each Fund, agrees to reimburse Forum for the amounts expenses set forth in the Plan(s)Clause (iv) of Appendix B hereto. The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at In addition, the Trust’s custodian , on behalf of the Trust applicable Fund, shall reimburse Forum for all expenses and employee time (at 150% of salary) attributable to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses review of the Trust's accounts and records by the Trust's independent accountants or any regulatory body outside of routine and normal periodic reviews. Should the Trust exercise its right to terminate this Agreement, including fees the Trust, on behalf of the applicable Fund, shall reimburse Forum for all out-of-pocket expenses and disbursements employee time (at 150% of its counsel and auditors, in connection salary) associated with the preparation copying and filing movement of records and material to any successor person and providing assistance to any successor person in the establishment of the Registration Statement accounts and Prospectus (including but not limited records necessary to carry out the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFDsuccessor's broker-dealer qualificationresponsibilities.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees Funds agree to pay AFD pay, or cause the Funds’ adviser(s) to pay, to NLD the fees set forth in Schedule B, attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. The monthly Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFunds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the FundFunds, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the FundFunds, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants All fees set forth herein shall be due and transfers to AFD a general lien payable upon receipt of invoice and security interest in any and all securities and other assets shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf receipt of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by the Trust under this Agreementlaw.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD NLD shall pay all expenses relating to AFDNLD's broker-dealer qualification.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFD’s the administrative services hereunderprovided by Forum pursuant to this Agreement, the Fund agrees Trust shall pay Forum, with respect to pay AFD each Class of each of the Funds, the fees set forth in Schedule B, attached Appendix B hereto. The Service Fee set forth These fees shall be accrued by the Trust daily and shall be payable monthly in arrears on Schedule B may be offset by the first day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with for the purchase period from that date to the end of Shares;
(ii) that month or from the Fundbeginning of that month to the date of termination, any applicable contingent deferred sales charge ("CDSC") assessed upon investors as the case may be, shall be prorated according to the proportion that the period bears to the full month in connection which the effectiveness or termination occurs. Upon the termination of this Agreement with the redemption of Shares;
(iii) from the respect to a Fund, the distribution service fees with respect Trust shall pay to Forum such compensation as shall be payable prior to the Shares effective date of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee")termination.
(b) The Distribution Fee Notwithstanding anything in this Agreement to the contrary, Forum and Shareholder Service Fee, if any, shall be accrued daily by its affiliated persons may receive compensation or reimbursement from the Trust or class thereof and shall be paid monthly as promptly as possible after with respect to (i) the last day provision of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian services on behalf of the Trust to secure Funds in accordance with any Distribution FeesPlan or Service Plan, Shareholder Service Fees, (ii) the provision of shareholder support or other fees owed AFD by services, (iii) service as a trustee or officer of the Trust under and (iv) services to the Trust, which may include the types of services described in this Agreement, with respect to the creation of any Fund and the start-up of the Fund's operations.
(c) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, including: (a) the fee payable under this Agreement; (b) the fees payable to each investment adviser under an agreement between the investment adviser and the Trust; (c) expenses of issue, repurchase and redemption of Shares;
(d) interest charges, taxes and brokerage fees and commissions; (e) premiums of insurance for the Trust, its trustees and officers and fidelity bond premiums; (f) fees, interest charges and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (g) fees of pricing, interest, dividend, credit and other reporting services; (h) costs of membership in trade associations; (I) telecommunications expenses; (j) funds transmission expenses; (k) auditing, legal and compliance expenses; (l) costs of forming the Trust and maintaining its existence; (m) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (n) expenses of meetings of shareholders and proxy solicitations therefore; (o) costs of reproduction, stationery, supplies and postage; (p) fees and expenses of the Trust's trustees; (q) compensation of the Trust's officers and employees and costs of other personnel (who may be employees of the investment adviser, including Forum or their respective affiliated persons) performing services for the Trust; (R) costs of Board, Board committee, shareholder and other corporate meetings; (s) SEC registration fees and disbursements of its counsel related expenses; (t) state, territory or foreign securities laws registration fees and auditors, in connection with the preparation related expenses; and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost u) all fees and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected paid by the Trust and AFD pursuant in accordance with any Plan or Service Plan or agreement related to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualificationsimilar manners.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFDNLD’s services hereunder, the Fund agrees Funds agree to pay AFD pay, or cause the Fund’s adviser(s) to pay, to NLD the fees and charges set forth in Schedule B, attached hereto. The Service Fee Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date NLD begins providing services to or on behalf of such Fund. All monthly fees and out-of-pocket expenses as set forth on Schedule B may be offset by any fees and charges collected and retained by AFD NLD, for the applicable month, as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the FundFunds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the FundFunds, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the FundFunds, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s)/Service Plan(s). The Trust retains the authority, as provided in the respective Plan(s)/Service Plan(s), to determine the amount, if any, of the Distribution Fee and Shareholder Service Fee to be paid to NLD. The Trust grants and transfers to AFD NLD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD NLD by the Trust under this Agreement. All fees set forth herein shall be due and payable upon receipt of invoice and shall be considered late if payment is not received by NLD within fifteen (15) days of the Trust’s receipt of the invoice. Payments not received with fifteen (15) days may be assessed interest at the maximum amount permitted by law.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost costs and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFDNLD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD NLD pursuant to Section 6(c7(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c7(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
Appears in 1 contract
Compensation and Expenses. (a) In consideration of AFD’s services hereunderservices, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may shall be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) hereof; (iv) payable to each State for continuing registration or qualification therein until the Funds decide to discontinue registration or qualification pursuant to Section 6(c) hereof; and (v) payable for standard transmission costs, including costs imposed by the National Securities Clearing Corporation. AFD shall pay all expenses relating to AFD's broker-dealer qualification.
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