Common use of Compensation and Expenses Clause in Contracts

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date. B. The Funds will pay all of their own expenses that are incurred in the Funds’ operation and not specifically assumed by DSC. Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ independent registered public accounting firm (“independent accountant”) and the Funds’ outside legal and tax counsel (including such counsel’s review of the Funds’ registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

Appears in 19 contracts

Samples: Fund Accounting and Financial Administration Oversight Agreement (Delaware Investments Global Dividend & Income Fund, Inc), Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Limited-Term Government Funds), Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Equity Funds Ii)

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Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date. B. The Funds Each Fund will pay all of their its own expenses that are incurred in the Funds’ Fund’s operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund’s independent registered public accounting firm (“independent accountantIndependent Accountant”) and the Funds’ Fund’s outside legal and tax counsel (including such counsel’s review of the Funds’ Fund’s registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund’s registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

Appears in 12 contracts

Samples: Fund Accounting and Financial Administration Services Agreement (Delaware Vip Trust), Fund Accounting and Financial Administration Services Agreement (Delaware Group Equity Funds Iv), Fund Accounting and Financial Administration Services Agreement (Delaware Investments Global Dividend & Income Fund Inc)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date. B. The Funds will pay all of their own expenses that are incurred in the Funds’ operation and not specifically assumed by DSC. Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ independent registered public accounting firm (“independent accountant”) and the Funds’ outside legal and tax counsel (including such counsel’s review of the Funds’ registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

Appears in 10 contracts

Samples: Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Tax Free Fund), Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Income Funds), Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Equity Funds Iii)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Each Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"Independent Accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0XN-1A, X-0N-2, X-0N-3, X-0N-4, X-0N-6, and N-14, as applicable, and any amendments amendmexxx thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Each Fund agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each such Fund, the such Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund such Fund's records, and the cost costs of storage of paper and electronic copies of such Fund's records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund recordsexceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable such Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds such Fund will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify such Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and such Fund will reimburse Mellon for its personnel's professional time (at the written direction of a Fund officerMellon's standard billing rates or other mutually agreed upon rates). D. DSC Mellon shall be entitled to receive the following amounts: (ix) Any Xxx systems development and project fees for new or enhanced products or services requested by the Funds a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx Mellon will bill each Fund on a monthly basis for the fees and expenses owed xxx xxxxxxxx xxxx to DSC Melxxx by such Fund under this Agreement. The monthly xxxx bill shall be set forth on a detailed invoice in a form mutually agreed agrexx upon by DSC Mellon and the Funds. DSC Mellon shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a Fund, DSC Mellon and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC Mellon will assume responsibility for the costs of its ordinary and necessary xxx xxxxxsary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds a Fund (“DSC "Mellon Services Inquiry"), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 3 contracts

Samples: Fund Accounting and Financial Administration Services Agreement (Delaware Pooled Trust Inc), Fund Accounting and Financial Administration Services Agreement (Delaware Group Equity Funds I), Fund Accounting and Financial Administration Services Agreement (Delaware Group Foundation Funds)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds will pay all of their own expenses that are incurred in the Funds' operation and not specifically assumed by DSC. Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds' independent registered public accounting firm ("independent accountant") and the Funds' outside legal and tax counsel (including such counsel’s 's review of the Funds' registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds' registration statements on Forms X-0XN-1A, X-0N-2, X-0N-3, X-0N-4, X-0N-6, and N-14, as applicable, and any amendments theretotxxxxxx, shareholder reports xxxxxxxxxxx xxxxrts on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx bill each Fund on a monthly basis for the fees and expenses owed to DSC by DXX xy such Fund under this Agreement. The monthly xxxx bill shall be set forth on a detailed invoice in a form mutually agreed upon xxxn by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds ("DSC Services Inquiry"), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests.

Appears in 2 contracts

Samples: Fund Accounting and Financial Administration Oversight Agreement (Voyageur Intermediate Tax Free Funds), Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Limited Term Government Funds)

Compensation and Expenses. A. In return (a) For the services provided by Xxxxxx hereunder, the Trust shall reimburse Xxxxxx, except as Xxxxxx may otherwise agree, for its expenses incurred in performing the Services, the Funds shall compensate DSC as set forth in this Section and services listed in Schedule C to this Agreement. Fees due shall B hereto, including, without limitation, personnel, overhead and out-of-pocket expenses incurred in performing such services. (b) The foregoing reimbursement will be accrued dailydaily and billed monthly in arrears by Xxxxxx. If this Agreement is lawfully terminated before the end The Trust shall reimburse such expenses promptly upon receipt of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination datean invoice therefor. B. (c) The Funds Trust will pay bear all of their own expenses that are incurred in the Funds’ its operation and not specifically assumed by DSCXxxxxx. Expenses Except as otherwise agreed by Xxxxxx, expenses to be borne by the Funds Trust include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs cost of services of the Funds’ independent registered public accounting firm (“independent accountant”) accountants and the Funds’ outside legal and tax counsel (including such counsel’s 's review of the Funds’ Trust's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of other reports and materials prepared by DSC Xxxxxx under this Agreement); costs cost of any services contracted for by the Funds Trust directly from parties other than DSCXxxxxx; trade association dues; costs cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund , insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, shareholders including, but not limited to, legal and auditor accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Fund board Board meetings, including fees and expenses of Fund board Board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, non-affiliated officer or director/trustee or any employee of the Funds who is not also a DSC employeeTrust; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, and distribution of the Funds’ Trust's registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, statement and any amendments theretothereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of each of the Funds tax returns, shareholder reports on Form N-CSR, N-1A and Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and other expenses properly payable by the Funds. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with computing each Fund, the Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer's net asset value. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds (“DSC Services Inquiry”), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

Appears in 2 contracts

Samples: Administrative Services Agreement (Loomis Sayles Investment Trust), Administrative Services Agreement (Loomis Sayles Funds)

Compensation and Expenses. A. In return for performing the Services, the Funds and Lincoln Life for Fund A shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds and Lincoln Life for Fund A will pay all of their own expenses that are incurred in the Funds' operation and not specifically assumed by DSC. Expenses to be borne by the Funds and Lincoln Life for Fund A include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds' independent registered public accounting firm ("independent accountant") and the Funds' outside legal and tax counsel (including such counsel’s 's review of the Funds' registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds' registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds. C. The Funds and Lincoln Life for Fund A agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,0001000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 1000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds or Lincoln Life for Fund A will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each Fund on a monthly basis for the fees and expenses owed to DSC by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund and Lincoln Life for Fund A shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. Fund or Lincoln Life for Fund A. In the event that a Fund or Lincoln Life for Fund A does not receive an invoice within fifteen (15) days after the last day of a month, such Fund or Lincoln Life for Fund A shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund or Lincoln Life for Fund A within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a FundFund or Lincoln Life for Fund A, DSC and such Fund or Lincoln Life for Fund A shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds ("DSC Services Inquiry"), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests.

Appears in 2 contracts

Samples: Fund Accounting and Financial Administration Oversight Agreement (Lincoln Variable Insurance Products Trust), Fund Accounting and Financial Administration Oversight Agreement (Lincoln Variable Insurance Products Trust)

Compensation and Expenses. A. In return for performing the Services, the Funds Fund shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"Independent Accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Fund agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each the Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund records, and the cost costs of storage of paper and electronic copies of Fund records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund exceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds Fund will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify the Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and the Fund will reimburse Mellon for its personnel's professional time (at the written direction of a Fund officerMellon's standard billing rates or other mutually agreed upon rates). D. DSC X. Xxxxxx shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced products or services requested by the Funds Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall X. Xxxxxx will xxxx each the Fund on a monthly basis for the fees and expenses owed to DSC Mellon by such the Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC Mellon and the FundsFund. DSC Mellon shall send such invoice to each the Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each The Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such the Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a the Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a the Fund, DSC Mellon and such the Fund shall work together in good faith to resolve the dispute promptly. F. DSC X. Xxxxxx will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds Fund (“DSC "Mellon Services Inquiry"), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 2 contracts

Samples: Fund Accounting and Financial Administration Services Agreement (Lincoln Variable Insurance Products Trust), Fund Accounting and Financial Administration Services Agreement (Lincoln Variable Insurance Products Trust)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Each Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"Independent Accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0XN-1A, X-0N-2, X-0N-3, X-0N-4, X-0N-6, and N-14, as applicable, and any amendments amendmxxxx thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Each Fund agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each such Fund, the such Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund such Fund's records, and the cost costs of storage of paper and electronic copies of such Fund's records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund recordsexceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable such Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds such Fund will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify such Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and such Fund will reimburse Mellon for its personnel's professional time (at the written direction of a Fund officerMellon's standard billing rates or other mutually agreed upon rates). D. DSC Mellon shall be entitled to receive the following amounts: (ix) Any Xxx systems development and project fees for new or enhanced products or services requested by the Funds a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx Mellon will bill each Fund on a monthly basis for the fees and expenses owed xxx xxxxxxxx xxxx to DSC Mexxxx by such Fund under this Agreement. The monthly xxxx bill shall be set forth on a detailed invoice in a form mutually agreed agrxxx upon by DSC Mellon and the Funds. DSC Mellon shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a Fund, DSC Mellon and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC Mellon will assume responsibility for the costs of its ordinary and necessary xxx xxxxssary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds a Fund (“DSC "Mellon Services Inquiry"), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Services Agreement (Delaware Group Adviser Funds Inc /Md/)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds will pay all of their own expenses that are incurred in the Funds' operation and not specifically assumed by DSC. Expenses to be borne by the Funds include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds' independent registered public accounting firm ("independent accountant") and the Funds' outside legal and tax counsel (including such counsel’s 's review of the Funds' registration statements, proxy materials, federal and state tax qualification as regulated investment companies and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operations; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds' registration statements on Forms X-0XN-1A, X-0N-2, X-0N-3, X-0N-4, X-0N-6, and N-14, as applicable, and any amendments theretoxxxxxxx, shareholder reports xxxxxxxxxxx xxxorts on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the Funds. C. The Funds agree to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx bill each Fund on a monthly basis for the fees and expenses owed to DSC XXX by such Fund under this Agreement. The monthly xxxx bill shall be set forth on a detailed invoice in a form mutually agreed upon agreex xxon by DSC and the Funds. DSC shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a Fund, DSC and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds ("DSC Services Inquiry"), and if DSC requests that the Funds provide, or if the Funds are required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds for their actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Oversight Agreement (Delaware Group Adviser Funds Inc /Md/)

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Compensation and Expenses. A. In return for performing the Services, the Funds Fund shall compensate DSC BNYM as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be ---------- accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCBNYM. Expenses to be borne by the Funds Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"INDEPENDENT ACCOUNTANT") and the Funds’ Fund's outside legal and tax counsel (including such LINCOLN ADVISORS TRUST counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC BNYM under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCBNYM; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCBNYM; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC BNYM employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Fund agrees to reimburse DSC BNYM for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC BNYM in communicating with each the Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC BNYM to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC BNYM with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund records, and the cost costs of storage of paper and electronic copies of Fund records; provided, that BNYM must obtain the prior written approval of an Authorized Person if such costs for the Fund exceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D;; ---------- (iv) Any any additional expenses incurred by BNYM at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC BNYM in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC BNYM shall provide prior written notice to the applicable Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall BNYM must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC BNYM is requested or authorized by the Funds Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC BNYM is not the subject of the investigation or proceeding in question, the Funds Fund will reimburse DSC BNYM for LINCOLN ADVISORS TRUST its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, BNYM will notify the Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and the Fund will reimburse BNYM for its personnel's professional time (at the written direction of a Fund officerBNYM's standard billing rates or other mutually agreed upon rates). D. DSC BNYM shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced products or services requested by the Funds Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall BNYM will xxxx each the Fund on a monthly basis for the fees and expenses owed to DSC BNYM by such the Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC BNYM and the FundsFund. DSC BNYM shall send such invoice to each the Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC BNYM to do so shall not be considered a breach of this Agreement. Each The Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such the Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a the Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C ---------- ---------- or any expenses are disputed by a the Fund, DSC BNYM and such the Fund shall work together in good faith to resolve the dispute promptly. F. DSC BNYM will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC BNYM is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds Fund (“DSC Services Inquiry”"BNYM SERVICES INQUIRY"), and if DSC BNYM requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC BNYM will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the BNYM Services Inquiry is non-routine, extensive or extraordinary, then BNYM will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Services Agreement (Lincoln Advisors Trust)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date. B. The Funds Each Fund will pay all of their its own expenses that are incurred in the Funds’ Fund’s operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund’s independent registered public accounting firm (“independent accountantIndependent Accountant”) and the Funds’ Fund’s outside legal and tax counsel (including such counsel’s review of the Funds’ Fund’s registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund’s registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Each Fund agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each such Fund, the such Fund’s investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund such Fund’s records, and the cost costs of storage of paper and electronic copies of such Fund’s records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund recordsexceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable such Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds such Fund will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify such Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and such Fund will reimburse Mellon for its personnel’s professional time (at the written direction of a Fund officerMellon’s standard billing rates or other mutually agreed upon rates). D. DSC X. Xxxxxx shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced products or services requested by the Funds a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall X. Xxxxxx will xxxx each Fund on a monthly basis for the fees and expenses owed to DSC Mellon by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC Mellon and the Funds. DSC Mellon shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a Fund, DSC Mellon and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC X. Xxxxxx will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds a Fund (“DSC Mellon Services Inquiry”), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel’s professional time at mutually agreed upon rates.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Services Agreement (Delaware Group Equity Funds Iii)

Compensation and Expenses. A. In return for performing the Services, the Funds shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Each Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds each Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"Independent Accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Each Fund agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each such Fund, the such Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund such Fund's records, and the cost costs of storage of paper and electronic copies of such Fund's records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund recordsexceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule D; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable such Fund to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent approval of an officer Authorized Person of the applicable Fund;; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds such Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds such Fund will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify such Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and such Fund will reimburse Mellon for its personnel's professional time (at the written direction of a Fund officerMellon's standard billing rates or other mutually agreed upon rates). D. DSC X. Xxxxxx shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced products or services requested by the Funds a Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall X. Xxxxxx will xxxx each Fund on a monthly basis for the fees and expenses owed to DSC Mellon by such Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC Mellon and the Funds. DSC Mellon shall send such invoice to each Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. No Fund shall dispute the minimum fees set forth in Schedule C. If any fees over and above the minimum fees set forth in Schedule C or any expenses are disputed by a Fund, DSC Mellon and such Fund shall work together in good faith to resolve the dispute promptly. F. DSC X. Xxxxxx will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds a Fund (“DSC "Mellon Services Inquiry"), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Services Agreement (Optimum Fund Trust)

Compensation and Expenses. A. In return for performing the Services, the Funds Fund shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Fund will pay all of their its own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSC. Expenses to be borne by the Funds Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm ("independent accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statements, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0XN-1A, X-0N-2, X-0N-3, X-0N-4, X-0N-6, and N-14, as applicable, and any amendments theretoxxxxxxx, shareholder reports xxxxxxxxxxx xeports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Fund agrees to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each the Fund, the Fund’s its investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds Fund will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each bill the Fund on a monthly basis for the fees and expenses owed to DSC by such DSX xx the Fund under this Agreement. The monthly xxxx bill shall be set forth on a detailed invoice in a form mutually agreed upon agreex xxon by DSC and the FundsFund. DSC shall send such invoice to each the Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each The Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such the Fund. In the event that a the Fund does not receive an invoice within fifteen (15) days after the last day of a month, such the Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a the Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a the Fund, DSC and such the Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors trustees or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds Fund ("DSC Services Inquiry"), and if DSC requests that the Funds provideFund provides, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Oversight Agreement (Optimum Fund Trust)

Compensation and Expenses. A. In return for performing the Services, the Funds Fund shall compensate DSC as set forth in this Section and in Schedule C to this Agreement. Fees due shall be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s termination date. B. The Funds Fund will pay all of their its own expenses that are incurred in the Funds’ Fund’s operation and not specifically assumed by DSC. Expenses to be borne by the Funds Fund include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund’s independent registered public accounting firm (“independent accountant”) and the Funds’ Fund’s outside legal and tax counsel (including such counsel’s review of the Funds’ Fund’s registration statements, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSC; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholders, including, but not limited to, legal and auditor fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSC; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund’s registration statements on Forms X-0X, X-0, X-0, X-0, X-0, and N-14, as applicable, and any amendments thereto, shareholder reports on Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree Fund agrees to reimburse DSC for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic transmission expenses incurred by DSC in communicating with each the Fund, the Fund’s its investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC to perform the Services if a Fund officer requests such electronic transmission and provides DSC with prior written approval; (ii) The cost of creating microfilm, microfiche or electronic copies of Fund records, and the cost of storage of paper and electronic copies of Fund records; (iii) The charges for services provided by the vendors set forth on Schedule D; (iv) Any additional expenses reasonably incurred by DSC in the performance of the Services, provided that: (a) if any individual expense is less than $1,000, DSC shall provide prior written notice to the applicable Fund to the extent practicable; and (b) if any individual expense is $1,000 or more, DSC shall obtain the prior written consent of an officer of the applicable Fund; (v) In the event that DSC is requested or authorized by the Funds Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC is not the subject of the investigation or proceeding in question, the Funds Fund will reimburse DSC for its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests; and (vi) Any additional expenses incurred by DSC at the written direction of a Fund officer. D. DSC shall be entitled to receive the following amounts: (i) Any systems development and project fees for new or enhanced services requested by the Funds Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon by a Fund officer in advance; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall xxxx each the Fund on a monthly basis for the fees and expenses owed to DSC by such the Fund under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC and the FundsFund. DSC shall send such invoice to each the Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC to do so shall not be considered a breach of this Agreement. Each The Fund shall pay such invoice within fifteen (15) days of receipt of such invoice by such the Fund. In the event that a the Fund does not receive an invoice within fifteen (15) days after the last day of a month, such the Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not paid by a the Fund within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. If any fees or expenses are disputed by a the Fund, DSC and such the Fund shall work together in good faith to resolve the dispute promptly. F. DSC will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors trustees or officers. In the event that DSC is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds Fund (“DSC Services Inquiry”), and if DSC requests that the Funds provideFund provides, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys’ fees) incurred in responding to these requests.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Oversight Agreement (Optimum Fund Trust)

Compensation and Expenses. A. In return for performing the ServicesServices for the Fund, the Funds Lincoln Life shall compensate DSC Mellon as set forth in this Section and in Schedule C to this Agreement. Fees due shall will be accrued daily. If this Agreement is lawfully terminated before the end of any month, fees shall be calculated on a pro rated basis through the date of termination and shall be due upon the Agreement’s 's termination date. B. The Funds Fund or Lincoln Life will pay all of their own expenses that are incurred in the Funds’ Fund's operation and not specifically assumed by DSCMellon. Expenses to be borne by the Funds Fund or Lincoln Life include, but are not limited to: pricing, security and other similar data information vendor services; organizational expenses; costs of services of the Funds’ Fund's independent registered public accounting firm (“independent accountant”"Independent Accountant") and the Funds’ Fund's outside legal and tax counsel (including such counsel’s 's review of the Funds’ Fund's registration statementsstatement, proxy materials, federal and state tax qualification as a regulated investment companies company and any review of reports and materials prepared by DSC Mellon under this Agreement); costs of any services contracted for by the Funds Fund directly from parties other than DSCMellon; trade association dues; costs of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes; Fund insurance premiums and other Fund insurance-related fees and expenses applicable to their operationsits operation; costs incidental to any meetings of shareholdersunitholders, including, but not limited to, legal and auditor fees, proxy filing fees Lincoln Fund A and the costs of printing and mailing of any proxy materials; costs incidental to Fund board meetings, including fees and expenses of Fund board members, but excluding costs specifically assumed by DSCMellon; the salary and expenses of any officer, director/trustee or employee of the Funds Fund who is not also a DSC Mellon employee; registration fees, filing fees, and costs incidental to the preparation, typesetting, printing and/or distribution, as applicable, of the Funds’ Fund's registration statements on Forms X-0X, X-0, X-0, X-0, X-0, Form N-3 and N-14, as applicable, and any amendments thereto, shareholder unitholder reports on Form N-CSR, Form N-SARSARs, Form N-Q, Form N-PX, tax returns, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; and other expenses properly payable by the FundsFund. C. The Funds agree X. Xxxxxxx Life agrees to reimburse DSC Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following: (i) Electronic the electronic transmission expenses incurred by DSC Mellon in communicating with each the Fund, the Fund’s 's investment advisers (which term, for purposes of this Agreement, shall be interpreted to include any sub-advisers) or custodian, BNY Mellon, dealers or others as required for DSC Mellon to perform the Services Services, if a Fund officer an Authorized Person requests such electronic transmission and provides DSC Mellon with prior written approval; (ii) The cost the costs of creating microfilm, microfiche or electronic copies of Fund records, and the cost costs of storage of paper and electronic copies of Fund records; provided, that Mellon must obtain the prior written approval of an Authorized Person if such costs for the Fund exceed $7,500 in any calendar year; (iii) The the charges for services provided by the vendors set forth on in Schedule DD to this Agreement; (iv) Any any additional expenses incurred by Mellon at the written direction of an Authorized Person; (v) any additional expenses reasonably incurred by DSC Mellon in the performance of the Services, provided that: , (a) if any individual expense is less than $1,000, DSC Mellon shall provide prior written notice to the applicable Fund and Lincoln Life to the extent practicable; , and (b) if any individual expense is $1,000 or more, DSC shall Mellon must obtain the prior written consent of an officer of the applicable Fund;Fund or Lincoln Life; and (vvi) In in the event that DSC Mellon is requested or authorized by the Funds Fund or is required by law, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to the Services, and so long as DSC Mellon is not the subject of the investigation or proceeding in question, the Funds Lincoln Life will reimburse DSC Mellon for its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests; and . In addition, when non-routine, extensive or extraordinary productions or investigations occur, Mellon will notify the Fund (vias soon as reasonably practicable) Any additional expenses incurred by DSC and Lincoln Life will reimburse Mellon for its personnel's professional time (at the written direction of a Fund officerMellon's standard billing rates or other mutually agreed upon rates). D. DSC X. Xxxxxx shall be entitled to receive the following amounts:: Lincoln Fund A (i) Any systems development and project fees for new or enhanced products or services requested by the Funds Fund (including significant enhancements required by regulatory changes), and all systems-related expenses associated with the provision of special reports and services, in each case as agreed upon in advance by a Fund officer in advancean Authorized Person; and (ii) Ad hoc reporting fees billed at an agreed upon rate. E. DSC shall X. Xxxxxx will xxxx each Fund the Fund, with a copy to Lincoln Life, on a monthly basis for the fees and expenses owed to DSC Mellon by such Fund Lincoln Life under this Agreement. The monthly xxxx shall be set forth on a detailed invoice in a form mutually agreed upon by DSC Mellon, Lincoln Life and the FundsFund. DSC Mellon shall send such invoice to each Lincoln Life and the Fund no later than fifteen (15) days after the last day of each month; provided, however, that the failure by DSC Mellon to do so shall not be considered a breach of this Agreement. Each Fund Lincoln Life shall pay such invoice within fifteen (15) days of receipt of such invoice by such Fund. In the event that a Fund does not receive an invoice within fifteen (15) days after the last day of a month, such Fund shall have fifteen (15) days from the date of receipt of such invoice to pay DSCLincoln Life. Any undisputed fees or expenses that are not paid by a Fund Lincoln Life within the required time frame shall be subject to a late fee of 1.5% of the amount billed for each month that such fees or expenses remain unpaid, and the late fee shall be due and payable upon demand. Neither Lincoln Life nor the Fund shall dispute the fees set forth in Schedule C. If any fees or any expenses are disputed by a Lincoln Life or the Fund, DSC then Mellon, Lincoln Life and such the Fund shall work together in good faith to resolve the dispute promptly. F. DSC X. Xxxxxx will assume responsibility for the costs of its ordinary and necessary office facilities (including telephone, telephone transmission, and telecopy expenses), equipment and personnel to perform the Services, including the compensation of its employees who serve as Fund trustees, directors or officers. In the event that DSC Mellon is the subject of an examination, subpoena, investigation, proceeding or legal or regulatory process relating to the Services it provides to the Funds Fund (“DSC "Mellon Services Inquiry"), and if DSC Mellon requests that the Funds Fund provide, or if the Funds are Fund is required by law, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to the Services, then DSC Mellon will reimburse the Funds Fund for their its actual out-of-pocket expenses (including reasonable attorneys' fees) incurred in responding to these requests. Furthermore, if the Mellon Services Inquiry is non-routine, extensive or extraordinary, then Mellon will reimburse the Fund for its personnel's professional time at mutually agreed upon rates.

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Services Agreement (Lincoln National Variable Annuity Fund A)

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