Compensation and Expenses. (a) In consideration of AFD’s services hereunder, the Fund agrees to pay AFD the fees set forth in Schedule B, attached hereto. The Service Fee set forth on Schedule B may be offset by any fees and charges collected and retained by AFD as set forth below:
(i) any applicable sales charge assessed upon investors in connection with the purchase of Shares;
(ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares;
(iii) from the Fund, the distribution service fees with respect to the Shares of those classes as designated in Schedule A for which a Plan is effective (the "Distribution Fee"); and
(iv) from the Fund, the shareholder service fees with respect to the Shares of those Classes as designated in Schedule A for which a Service Plan is effective (the "Shareholder Service Fee").
(b) The Distribution Fee and Shareholder Service Fee, if any, shall be accrued daily by the Trust or class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund Business Day after month-end, at the rate or in the amounts set forth in the Plan(s). The Trust grants and transfers to AFD a general lien and security interest in any and all securities and other assets of the Trust now or hereafter maintained in an account at the Trust’s custodian on behalf of the Trust to secure any Distribution Fees, Shareholder Service Fees, or other fees owed AFD by the Trust under this Agreement.
(c) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Trust, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectus (including but not limited to the expense of setting in type the Registration Statement and Prospectus and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). The Trust shall bear the cost and expenses (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Funds, (but not AFD) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and AFD pursuant to Section 6(c) here...
Compensation and Expenses. (a) As compensation for sourcing the Series Gallery Drop 062 Asset, the Asset Manager may be granted a sourcing fee equal to 2.96% of the total aggregate amount of Series Gallery Drop 062 membership interests that are sold in the Series’ offering under Regulation A of the Securities Act of 1933, as amended (the “Offering”), which the Asset Manager may waive in its sole discretion.
(b) Except as set forth in Section 5, the Series will bear all expenses of the Series Gallery Drop 062 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c) Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
Compensation and Expenses. A. In consideration for the services provided hereunder by Service Company as Transfer Agent and Dividend Disbursing Agent, Fund will pay to Service Company from time to time compensation as agreed upon for all services rendered as Agent, and also all its reasonable out-of-pocket expenses and other disbursements incurred in connection with the agency. Such compensation will be set forth in a separate schedule to be agreed to by Fund and Service Company. The initial agreement regarding compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse Service Company for all reasonable out-of-pocket expenses or advances incurred by Service Company in connection with the performance of services under this Agreement including, but not limited to, postage (and first class mail insurance in connection with mailing share certificates), envelopes, check forms, continuous forms, forms for reports and statements, stationery, and other similar items, telephone and telegraph charges incurred in answering inquiries from dealers or shareholders, microfilm used each year to record the previous year's transactions in shareholder accounts and computer tapes used for permanent storage of records and cost of insertion of materials in mailing envelopes by outside firms. Service Company may, at its option, arrange to have various service providers submit invoices directly to Fund for payment of out-of-pocket expenses reimbursable hereunder.
C. Service Company shall be contractually bound hereunder by the terms of any publicly announced fee cap or waiver of its fee or by the terms of any written document provided to the Board of Fund announcing a fee cap or waiver of its fee, or any limitation of Fund’s expenses, as if such fee cap, fee waiver or expense limitation were fully set forth herein.
D. Reference is made herein to the January 15, 2003 agreement, by and between DST SYSTEMS, INC. (“DST”) and Service Company and all subsequent amendments to that agreement (“DST Agreement”). The DST Agreement provides for the fulfillment of Service Company’s transfer agency services outlined in this Agreement by DST and delegated pursuant to Section 21 C of this Agreement. Exhibit D of the DST Agreement provides for certain service level bonuses and liquidated damages based on the quality of services provided. The parties agree that all liquidated damage payments made by DST to Service Company or its affiliates in respect of the Fund pursuant to Sections C or D of Exhibit D of t...
Compensation and Expenses. County shall pay and Surveyor agrees to accept up to the amount shown below as full compensation for the Surveying Services performed and to be performed under this Contract. The basis of compensation for the services of principals and employees engaged in the performance of the Surveying Services shall be based on the Rate Schedule set forth in the attached Exhibit D. The maximum amount payable under this Contract, without modification, is Five- Hundred Thousand Dollars ($500,000.00) (the “Compensation Cap”), provided that any amounts paid or payable shall be solely pursuant to a validly issued Work Authorization or any Supplemental Work Authorization related thereto. In no event may the aggregate amount of compensation authorized under Work Authorizations and Supplemental Work Authorizations exceed the Compensation Cap. The Compensation Cap shall be revised equitably only by written Contract Amendments executed by both parties in the event of a change the overall scope of the Surveying Services set forth in Exhibit B, as authorized by County. The Compensation Cap is based upon all labor and non-labor costs estimated to be required in the performance of the Surveying Services provided for under this Contract. Should the actual costs of all labor and non-labor costs rendered under this Contract be less than the above stated Compensation Cap, then Surveyor shall receive compensation for only actual fees and costs of the Surveying Services actually rendered and incurred, which may be less than the above stated Compensation Cap. The Compensation Cap herein referenced may be adjusted for Additional Surveying Services requested and performed only if mutually approved by a written Contract Amendment signed by both parties. Surveyor shall prepare and submit to County monthly progress reports in sufficient detail to support the progress of the Surveying Services and to support invoices requesting monthly payment. The format for such monthly progress reports and invoices must be in a format acceptable to County. Satisfactory progress of Surveying Services shall be an absolute condition of payment. Surveyor shall be reimbursed for actual non-labor and subcontract expenses incurred in the performance of the services under this Contract in accordance with the Williamson County Vendor Reimbursement Policy set forth under Exhibit E. Invoices requesting reimbursement for costs and expenditures related to the Project (reimbursables) must be accompanied by copies of the pr...
Compensation and Expenses. A. In consideration for DST’s proper performance of the Services, the Funds shall pay to DST the fees set forth on Schedule F (the “Fee Schedule”), which is attached hereto and incorporated herein as if fully set forth in this Agreement. The Fee Schedule sets forth, inter alia, all the fees currently to be paid to DST by the Funds in consideration for all the Services currently to be provided by DST to the Funds pursuant to this Agreement, and the parameters pursuant to which such fees may be adjusted during the Term of this Agreement (the “Fees”).
B. The Funds agree to reimburse DST for all reasonable out-of-pocket direct expenses or disbursements incurred by DST in connection with the performance of the Services set forth on the Fee Schedule and for any other reasonable out-of-pocket expenses or disbursements incurred by DST in connection with the performance of the Services approved in advance by an Authorized Person listed on Schedule G (the “Expenses”).
C. DST shall cause any invoice for Fees delivered pursuant to Section 16.D below to itemize any Expenses eligible to be reimbursed pursuant to this Section 16, in such detail as the Funds have advised DST in advance that they reasonably require and to include such additional and available documentation supporting such reimbursements as the Funds may reasonably require. The Funds shall have the option of deferring reimbursement of any portion of Expenses for which DST fails to provide adequate detail or documentation in accordance with the Funds’ prior instructions (without incurring any obligation for overdue payments under Section 16.E) until such detail or documentation is provided. For purposes of this Section 16, “adequate detail or documentation” shall mean such detail or documentation that an objective reasonable observer would agree reasonably supports the charges. Expenses disputed in good faith shall be paid on the Due Date (as defined below) applicable to the original but defective invoice or within ten (10) days of receipt of adequate detail or documentation by the Funds, which ever such date is later (such date constituting the Due Date as to Expenses previously disputed in good faith).
D. DST shall prepare and deliver to the Funds an invoice, no later than the 25th day of each calendar month, for the payment of all Fees, and the reimbursement of all Expenses, properly due and payable for the preceding calendar month. Upon the Funds’ request, DST shall meet with the Funds and review any rea...
Compensation and Expenses. (a) For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation therefor a fee at an annual rate equal to a percentage of the Portfolio’s average daily net assets managed by the Sub-Adviser, as set forth on Schedule A. This fee will be paid to the Sub-Adviser from the Adviser’s advisory fee for such Portfolio. This fee will be computed daily and paid to the Sub-Adviser monthly. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proration which such period bears to the full month in which such effectiveness or termination occurs.
(b) During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under the Agreement.
(c) The Sub-Adviser will not agree to a lower effective fee rate with any other comparable client, as defined hereinafter, without simultaneously offering the same effective fee rate to the Adviser for the Portfolio, pursuant to this Agreement. For purposes of this provision, the term “comparable client” shall mean any person or entity, excluding clients whose fees are based on performance and clients who invest in commingled funds, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account that is comparable or smaller in size (either alone or together with other accounts of it and its affiliates) to the Portfolio and (2) receives similar investment management services to those provided to the Portfolio, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Adviser’s agreement to an effective fee rate.
Compensation and Expenses. (a) As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, up to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b) Except as set forth in Section 5, the Series will bear all expenses of the Series #TICKER Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c) Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
Compensation and Expenses. (a) In consideration of the compliance services provided by Foreside pursuant to this Agreement, the Fund Company shall pay Foreside the fees and expenses set forth in Appendix B hereto. Except as otherwise set forth in Appendix B hereto, all fees payable hereunder shall be accrued daily by the Fund Company and shall be payable monthly in arrears on the first business day of each calendar month for services performed during the prior calendar month. All out-of-pocket charges incurred by Foreside shall be paid as incurred. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement, the Fund Company shall pay to Foreside such compensation as shall be due and payable as of the effective date of termination.
(b) Foreside may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion of Fund Company counsel. The costs of any such advice or opinion shall be borne by the Fund Company.
(c) The CCO and AMLO are serving solely as officers of the Fund Company and neither Foreside nor the CCO or AMLO shall be responsible for, or have any obligation to pay, any of the expenses of the Fund Company or any of its Funds. All Fund Company expenses shall be the sole obligation of the Fund Company, which shall pay or cause to be paid all Fund expenses.
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, i...
Compensation and Expenses. A. In consideration for its services hereunder as Agent, the Trust will pay to DST from time to time compensation for all services rendered as Agent, as calculated in accordance with the provisions of Exhibit B (collectively, “Compensation”).
B. In addition to Compensation, the Trust also agrees promptly to reimburse DST for all reasonable and reasonably verified billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, telephone calls, stationery supplies, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telegraphs, pre-approved outside legal counsel fees (it being agreed that DST shall not be liable for any Adverse Consequences, as hereinafter defined in Section 8. B., arising out of or resulting from any delay while seeking and obtaining pre-approval), outside printing and mailing charges (including for services provided by DST Output, LLC at rates agreed upon by the parties in a separate written agreement), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), such record storage charges to be pro rata where Trust information is commingled with the information of other parties on the same media, computer equipment or telecommunications equipment installed at the Trust’s request at the Trust’s or a third party’s premises, telephone/telecommunication lines between the Trust and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, transmission of statement data for remote printing or processing, and NSCC transaction fees (collectively the “Expenses” and each an “Expense”), if applicable, to the extent any of the foregoing are paid by DST. The Trust agrees to pay postage expenses at least one day in advance if so requested, and to pay the charges for the second site disaster recovery facility in the amount set forth on the Fee Schedule attached hereto as Exhibit B. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust. Notwithstanding anything herein to the contrary, DST must provide a reasonably detailed itemized invoi...
