Website Hosting and Notice Fee. (Expense Allocation). The Fund and the Underwriter shall bear their proportional cost of (i) posting and maintaining the Fund Documents on the website hosted by the Company and (ii) preparing and mailing notices as required by paragraph (c) of Rule 30e-3 of the availability of certain Fund Documents to Contract Owners. The Fund’s proportional cost is equal to the quotient of (a) divided by (b) multiplied by (c) where (a) is the total hosting and mailing expenses incurred by Company for all funds offered in its Accounts, (b) is the total number of funds available across the Company’s Accounts and (c) is the number of funds available across the Company’s Accounts that are part of the Fund’s family. After the end of each quarter, Company shall prepare and deliver an invoice, along with supporting data, sufficient to substantiate the amounts invoiced for applicable funds and share classes, to Underwriter for the fees due under this amendment, and Underwriter shall pay such invoiced amount, unless disputed in good faith, within 60 days following the receipt of the invoice. If an invoice is not received by Underwriter within six (6) months after the end of a quarter, the fees due and owing for such quarter shall be deemed forfeited and no longer due and owing. From time to time, the Parties shall review the fees to determine whether they reasonably approximate the Company’s incurred and anticipated costs. The Parties agree to negotiate in good faith any change to the fees proposed by a Party in good faith.
Appears in 3 contracts
Sources: Participation Agreement (Guardian Separate Account R), Participation Agreement (Guardian Separate Account R), Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)