Common use of Change in Level of Services Clause in Contracts

Change in Level of Services. (a) On the first date after the date hereof that the aggregate number of Funds listed on Schedule A is 15% or more higher or lower than the number of Funds set forth on Schedule A on the date of this Agreement, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that the Schedule D amended pursuant to this Section 7.2(a) becomes effective, the aggregate number of Funds listed on Schedule A is again 15% or more higher or lower than the number of Funds set forth on Schedule A on the date that such amended Schedule D became effective, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then in effect with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of the foregoing calculations, (i) any Fund that is merged or reorganized into another Fund for which the Sub-Administrator/Accounting Agent provides services hereunder shall not be considered removed from Schedule A. (ii) each Fund that is not an “Advised Fund” (as defined below) shall not at any time count toward the calculation of the number of Funds on or not on Schedule A. and (iii) each Fund that is a Terminated Fund (as defined in Section 15(b)) shall not count toward the calculation of the number of Funds on or not on Schedule A. For purposes of this Section 7.2(a), those Funds listed in clauses (ii) and (iii) above shall be removed from the numerator (Funds added or removed from Schedule A) and the denominator (Funds listed on Schedule A) for purposes of the calculation to determine if the 15% has been met. (b) On the first date after the date hereof that the aggregate amount of assets of the Funds listed on Schedule A for which an Administrator or any affiliate of an Administrator has discretionary investment authority over all or a portion of the assets of such Fund (each, an “Advised Fund”) is 15% or more higher or lower than the aggregate assets of the Advised Funds on the date of this Agreement and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that (i) the Schedule D amended pursuant to this Section 7.2(b) becomes effective, or (ii) the parties agree not to amend Schedule D or fail to agree to amend Schedule D despite the prior 15% change in the level of assets described above and the aggregate amount of assets of the Advised Funds is 15% or more higher or lower than the aggregate amount of assets of the Advised Funds on the date that such amended Schedule D became effective or the parties agreed not to amend Schedule D or failed to agree to amend Schedule D. and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of this Section 7.2(b), (i) an Administrator or any affiliate thereof shall cause the redirection of assets into or out of any Advised Fund if such Administrator or affiliate thereof suggests, promotes, proposes or encourages such redirection and (ii) assets redirected into or out of the Funds by an Administrator from or to, respectively, another account at the Sub-Administrator/Accounting Agent after the date hereof shall not be counted toward the calculation described in this Section 7.2(b). (c) If the parties have negotiated in good faith for thirty (30) days or more pursuant to clause (a) or clause (b) of this Section 7.2 and have not agreed on an amended Schedule D. any party may commence arbitration to resolve such impasse by giving written notice to the other parties hereto. Any such arbitration shall take place in Boston, Massachusetts and shall be before a panel of three arbitrators (with one designated by the Administrators and one designated by the Sub-Administrator/Accounting Agent, and the third arbitrator designated by the first two arbitrators) pursuant to the rules of the American Arbitration Association. Any arbitrator designated by the Administrators or the Sub-Administrator/Accounting Agent must be an “Independent Person”. An “Independent Person” shall be an individual who is not and has not been (i) a director, officer, employee, agent or shareholder of any party hereto, (ii) a consultant to any party hereto, (iii) a person with a direct or indirect financial interest in any contract with either party hereto, (iv) a director, officer or key employee of a company at a time when such company was party to a contract with either party hereto, or (v) a relative of any person referred to in clauses (i), (ii), (iii) or (iv) above. As used in the immediately preceding sentence, the term “any party hereto” shall be deemed to include any affiliates of the parties hereto. Any amended Schedule D as determined by the arbitrators shall be conclusive and binding upon the parties hereto. Each party hereto shall pay its own expenses of arbitration and the expenses of the arbitrators shall be equally shared between the Administrators and the Sub-Administrator/Accounting Agent.

Change in Level of Services. (a) On the first date after the date hereof that the aggregate number of Funds listed on Schedule A is 15% or more higher or lower than the number of Funds set forth on Schedule A on the date of this Agreement, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that the Schedule D amended pursuant to this Section 7.2(a) becomes effective, the aggregate number of Funds listed on Schedule A is again 15% or more higher or lower than the number of Funds set forth on Schedule A on the date that such amended Schedule D became effective, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then in effect with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of the foregoing calculations, (i) any Fund that is merged or reorganized into another Fund for which the Sub-Administrator/Accounting Agent provides services hereunder shall not be considered removed from Schedule A. A, (ii) each Fund that is not an “"Advised Fund” " (as defined below) shall not at any time count toward the calculation of the number of Funds on or not on Schedule A. A, and (iii) each Fund that is a Terminated Fund (as defined in Section 15(b)) shall not count toward the calculation of the number of Funds on or not on Schedule A. For purposes of this Section 7.2(a), those Funds listed in clauses (ii) and (iii) above shall be removed from the numerator (Funds added or removed from Schedule A) and the denominator (Funds listed on Schedule A) for purposes of the calculation to determine if the 15% has been met. (b) On the first date after the date hereof that the aggregate amount of assets of the Funds listed on Schedule A for which an Administrator or any affiliate of an Administrator has discretionary investment authority over all or a portion of the assets of such Fund (each, an “"Advised Fund”") is 15% or more higher or lower than the aggregate assets of the Advised Funds on the date of this Agreement and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that (i) the Schedule D amended pursuant to this Section 7.2(b) becomes effective, or (ii) the parties agree not to amend Schedule D or fail to agree to amend Schedule D despite the prior 15% change in the level of assets described above and the aggregate amount of assets of the Advised Funds is 15% or more higher or lower than the aggregate amount of assets of the Advised Funds on the date that such amended Schedule D became effective or the parties agreed not to amend Schedule D or failed to agree to amend Schedule D. D, and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of this Section 7.2(b), (i) an Administrator or any affiliate thereof shall cause the redirection of assets into or out of any Advised Fund if such Administrator or affiliate thereof suggests, promotes, proposes or encourages such redirection and (ii) assets redirected into or out of the Funds by an Administrator from or to, respectively, another account at the Sub-Administrator/Accounting Agent after the date hereof shall not be counted toward the calculation described in this Section 7.2(b). (c) If the parties have negotiated in good faith for thirty (30) days or more pursuant to clause (a) or clause (b) of this Section 7.2 and have not agreed on an amended Schedule D. D, any party may commence arbitration to resolve such impasse by giving written notice to the other parties hereto. Any such arbitration shall take place in Boston, Massachusetts and shall be before a panel of three arbitrators (with one designated by the Administrators and one designated by the Sub-Administrator/Accounting Agent, and the third arbitrator designated by the first two arbitrators) pursuant to the rules of the American Arbitration Association. Any arbitrator designated by the Administrators or the Sub-Administrator/Accounting Agent must be an “"Independent Person”". An “"Independent Person” " shall be an individual who is not and has not been (i) a director, officer, employee, agent or shareholder of any party hereto, (ii) a consultant to any party hereto, (iii) a person with a direct or indirect financial interest in any contract with either party hereto, (iv) a director, officer or key employee of a company at a time when such company was party to a contract with either party hereto, or (v) a relative of any person referred to in clauses (i), (ii), (iii) or (iv) above. As used in the immediately preceding sentence, the term “"any party hereto” " shall be deemed to include any affiliates of the parties hereto. Any amended Schedule D as determined by the arbitrators shall be conclusive and binding upon the parties hereto. Each party hereto shall pay its own expenses of arbitration and the expenses of the arbitrators shall be equally shared between the Administrators and the Sub-Administrator/Accounting Agent.

Change in Level of Services. (a) On the first date after the date hereof that the aggregate number of Funds listed on Schedule A is 15% or more higher or lower than the number of Funds set forth on Schedule A on the date of this Agreement, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that the Schedule D amended pursuant to this Section 7.2(a) becomes effective, the aggregate number of Funds listed on Schedule A is again 15% or more higher or lower than the number of Funds set forth on Schedule A on the date that such amended Schedule D became effective, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then in effect with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of the foregoing calculations, (i) any Fund that is merged or reorganized into another Fund for which the Sub-Administrator/Accounting Agent provides services hereunder shall not be considered removed from Schedule A. (ii) each Fund that is not an “"Advised Fund” " (as defined below) shall not at any time count toward the calculation of the number of Funds on or not on Schedule A. and (iii) each Fund that is a Terminated Fund (as defined in Section 15(b)) shall not count toward the calculation of the number of Funds on or not on Schedule A. For purposes of this Section 7.2(a), those Funds listed in clauses (ii) and (iii) above shall be removed from the numerator (Funds added or removed from Schedule A) and the denominator (Funds listed on Schedule A) for purposes of the calculation to determine if the 15% has been met. (b) On the first date after the date hereof that the aggregate amount of assets of the Funds listed on Schedule A for which an Administrator or any affiliate of an Administrator has discretionary investment authority over all or a portion of the assets of such Fund (each, an “"Advised Fund”") is 15% or more higher or lower than the aggregate assets of the Advised Funds on the date of this Agreement and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall negotiate in good faith to amend Schedule D attached hereto with the intention of preserving the economic benefit to each party contemplated by this Agreement. In addition, if on any date after the date that (i) the Schedule D amended pursuant to this Section 7.2(b) becomes effective, or (ii) the parties agree not to amend Schedule D or fail to agree to amend Schedule D despite the prior 15% change in the level of assets described above and the aggregate amount of assets of the Advised Funds is 15% or more higher or lower than the aggregate amount of assets of the Advised Funds on the date that such amended Schedule D became effective or the parties agreed not to amend Schedule D or failed to agree to amend Schedule D. and such change in the level of assets is caused by the redirection of assets into or out of any such Advised Funds by any Administrator or any affiliate of an Administrator, the Administrators and the Sub-Administrator/Accounting Agent shall again negotiate in good faith to amend the Schedule D then with the intention of preserving the economic benefit to each party contemplated by this Agreement. For purposes of this Section 7.2(b), (i) an Administrator or any affiliate thereof shall cause the redirection of assets into or out of any Advised Fund if such Administrator or affiliate thereof suggests, promotes, proposes or encourages such redirection and (ii) assets redirected into or out of the Funds by an Administrator from or to, respectively, another account at the Sub-Administrator/Accounting Agent after the date hereof shall not be counted toward the calculation described in this Section 7.2(b). (c) If the parties have negotiated in good faith for thirty (30) days or more pursuant to clause (a) or clause (b) of this Section 7.2 and have not agreed on an amended Schedule D. any party may commence arbitration to resolve such impasse by giving written notice to the other parties hereto. Any such arbitration shall take place in Boston, Massachusetts and shall be before a panel of three arbitrators (with one designated by the Administrators and one designated by the Sub-Administrator/Accounting Agent, and the third arbitrator designated by the first two arbitrators) pursuant to the rules of the American Arbitration Association. Any arbitrator designated by the Administrators or the Sub-Administrator/Accounting Agent must be an “"Independent Person”". An “"Independent Person” " shall be an individual who is not and has not been (i) a director, officer, employee, agent or shareholder of any party hereto, (ii) a consultant to any party hereto, (iii) a person with a direct or indirect financial interest in any contract with either party hereto, (iv) a director, officer or key employee of a company at a time when such company was party to a contract with either party hereto, or (v) a relative of any person referred to in clauses (i), (ii), (iii) or (iv) above. As used in the immediately preceding sentence, the term “"any party hereto” " shall be deemed to include any affiliates of the parties hereto. Any amended Schedule D as determined by the arbitrators shall be conclusive and binding upon the parties hereto. Each party hereto shall pay its own expenses of arbitration and the expenses of the arbitrators shall be equally shared between the Administrators and the Sub-Administrator/Accounting Agent.