Delaware Funds. C. Each Fund agrees to reimburse Mellon for its actual out-of-pocket expenses in providing the Services, including without limitation, the following:
Delaware Funds. X. Xxxxxx will xxxx each Fund on a monthly basis for the fees and expenses owed to 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 Mellon and the Funds. 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 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. 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, Mellon and such Fund shall work together in good faith to resolve the dispute promptly.
Delaware Funds. The parties acknowledge and agree that, upon the occurrence of any of such events giving rise to a Termination Fee: (i) a determination of actual damages incurred by Mellon would be extremely difficult, (ii) the Termination Fee is intended to adequately compensate Mellon for damages incurred and is not intended to constitute any form of penalty, and (iii) the Termination Fee is intended to include the Costs and Expenses incurred by Mellon in connection with effecting such termination and converting the Fund to a successor service provider, including, without limitation, the delivery to such successor service provider, the Fund and/or other Fund service providers any of the Fund’s property, records, data, instruments and documents. The parties further acknowledge and agree that, upon the occurrence of a significant change in the number of Funds or Portfolios during the Initial Term, they will discuss in good faith a possible adjustment to the Termination Fee; provided, however, that no party shall be obligated to agree to any such adjustment.
Delaware Funds. B. Each Fund will provide Mellon with notice and/or a copy of any material amendment to the items set forth in this Section. Mellon will not be responsible for changing or conforming the Services to any such amendment until Mellon has received notice or a copy of such change, and the parties have negotiated in good faith to reach mutually agreeable terms applicable to such additional service(s) and have amended any affected Schedules.
Delaware Funds. H. The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g-1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage.
Delaware Funds. E. Each indemnifying party shall be entitled to participate in the defense at its own expense, or assume the defense, of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party or parties elect to assume the defense, it shall be conducted by counsel of their choosing that is reasonably satisfactory to each indemnified party; each indemnified party shall bear the fees and expenses of any additional counsel it retains. If the indemnifying party or parties do not elect to assume the defense of such suit, they will reimburse each indemnified party for the reasonable fees and expenses of any counsel each indemnified party retains, which is reasonably satisfactory to such indemnifying party or parties. The indemnifying party or parties shall not effect any settlement without the consent of each indemnified party (which shall not be withheld or delayed unreasonably) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party or parties and relieves them of all fault.
Delaware Funds. 2. In instances where Mellon is the custodian of the affected portfolio securities, notify, as directed, the applicable investment adviser (or, if applicable, sub-adviser) with respect to mandatory and voluntary corporate actions. The Fund's elections (on actions where elections and options exist) on voluntary corporate actions must be communicated to Mellon by one of the Fund's Authorized Persons on the deadline date stated on the corporate actions notice, allowing a reasonable amount of time before the stated deadline for Mellon to input the election on the fund accounting system and notify the custodian (as applicable). Mellon will use commercially reasonable efforts to respond on behalf of the Fund if a response is received by Mellon after the deadline date.
