Common use of Early Termination Fee Clause in Contracts

Early Termination Fee. In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows: (i) if the Agreement is terminated in months one (1) through twenty-four (24) after the Effective Date, the Early Termination Fee shall be equal to thirty-six (36) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses); (ii) if the Agreement is terminated in months twenty-five (25) through thirty-six (36) after the Effective Date, the Early Termination Fee shall be equal to twenty-four (24) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses);and (iii) if the Agreement is terminated in months thirty-seven (37) through sixty (60) after the Effective Date, the Early Termination Fee shall be equal to twelve (12) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses). For the avoidance of doubt, the Early Termination Fee with respect to a Fund or Portfolio shall be calculated using the period from the Effective Date of the Agreement to the date of termination with respect to that Fund or Portfolio notwithstanding the fact that such Fund or Portfolio was not a party to the Agreement on the date of execution of the Agreement. The Early Termination Fee and any amounts under Section 12.4(a) and (b) above will be due and payable on the business day immediately prior to the completion of the Deconversion or the termination of services under this Agreement. For the avoidance of doubt, the parties agree that no Early Termination Fee shall be required under Section 12.3(c) of the Agreement in connection with the termination of the Agreement with respect to a particular Fund or Portfolio if such termination is due to: (a) the merger of such Fund or Portfolio into, or the consolidation of such Fund or Portfolio with, another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to continue to provide services to such merged Fund, Portfolio or its successor on substantially the same terms as this Agreement, or (iii) such Fund or Portfolio is merged or consolidated with another Fund or Portfolio serviced under this Agreement; (b) the sale by such Fund or Portfolio of all, or substantially all, of its assets to another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to provide services to such successor Fund or Portfolio on substantially the same terms as this Agreement or (iii) the assets of such Fund or Portfolio are sold to another Fund or Portfolio serviced under this Agreement; or (c) the liquidation of such Fund or Portfolio and distribution of such Fund or Portfolio’s assets as a result of a determination by the Board of Directors of such Fund or Portfolio, in its reasonable business judgment, that such Fund or Portfolio is no longer viable, so long as this Agreement continues with respect to the remainder of the Funds. The parties further agree that the termination of the Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The amounts set forth in paragraphs (a) and (b) above, shall become due and payable and shall be paid by the Fund on the business day immediately prior to the Deconversion. The amounts set forth in paragraphs (a) and (b) above shall be invoiced as incurred and paid promptly by the Fund in accordance with Section 3.4.

Early Termination Fee. In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows: (i) if the Agreement is terminated in months one (1) through twenty-four (24) after the Effective Date, the Early Termination Fee shall be equal to thirty-six (36) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses); (ii) if the Agreement is terminated in months twenty-five (25) through thirty-six (36) after the Effective Date, the Early Termination Fee shall be equal to twenty-four (24) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses);andexpenses); and (iii) if the Agreement is terminated in months thirty-seven (37) through sixty (60) after the Effective Date, the Early Termination Fee shall be equal to twelve (12) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses). For the avoidance of doubt, the Early Termination Fee with respect to a Fund or Portfolio shall be calculated using the period from the Effective Date of the Agreement to the date of termination with respect to that Fund or Portfolio notwithstanding the fact that such Fund or Portfolio was not a party to the Agreement on the date of execution of the Agreement. The Early Termination Fee and any amounts under Section 12.4(a) and (b) above will be due and payable on the business day immediately prior to the completion of the Deconversion or the termination of services under this Agreement. For the avoidance of doubt, the parties agree that no Early Termination Fee shall be required under Section 12.3(c) of the Agreement in connection with the termination of the Agreement with respect to a particular Fund or Portfolio if such termination is due to: (a) the merger of such Fund or Portfolio into, or the consolidation of such Fund or Portfolio with, another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to continue to provide services to such merged Fund, Portfolio or its successor on substantially the same terms as this Agreement, or (iii) such Fund or Portfolio is merged or consolidated with another Fund or Portfolio serviced under this Agreement; (b) the sale by such Fund or Portfolio of all, or substantially all, of its assets to another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to provide services to such successor Fund or Portfolio on substantially the same terms as this Agreement or (iii) the assets of such Fund or Portfolio are sold to another Fund or Portfolio serviced under this Agreement; or (c) the liquidation of such Fund or Portfolio and distribution of such Fund or Portfolio’s assets as a result of a determination by the Board of Directors of such Fund or Portfolio, in its reasonable business judgment, that such Fund or Portfolio is no longer viable, so long as this Agreement continues with respect to the remainder of the Funds. The parties further agree that the termination of the Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The amounts set forth in paragraphs (a) and (b) above, shall become due and payable and shall be paid by the Fund on the business day immediately prior to the Deconversion. The amounts set forth in paragraphs (a) and (b) above shall be invoiced as incurred and paid promptly by the Fund in accordance with Section 3.4.

Early Termination Fee. In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows: (i) if the Agreement is terminated in months one (1) through twenty-four (24) after the Effective Date, the Early Termination Fee shall be equal to thirty-six (36) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses); (ii) if the Agreement is terminated in months twenty-five (25) through thirty-six (36) after the Effective Date, the Early Termination Fee shall be equal to twenty-four (24) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses);and (iii) if the Agreement is terminated in months thirty-seven (37) through sixty (60) after the Effective Date, the Early Termination Fee shall be equal to twelve (12) months of compensation (based upon the average monthly compensation previously earned by the Transfer Agent under this Agreement during the twelve (12) months immediately preceding the Funds’ notice of termination, but not including reimbursable expenses). For the avoidance of doubt, the Early Termination Fee with respect to a Fund or Portfolio shall be calculated using the period from the Effective Date of the Agreement to the date of termination with respect to that Fund or Portfolio notwithstanding the fact that such Fund or Portfolio was not a party to the Agreement on the date of execution of the Agreement. The Early Termination Fee and any amounts under Section 12.4(a) and (b) above will be due and payable on the business day immediately prior to the completion of the Deconversion or the termination of services under this Agreement. For the avoidance of doubt, the parties agree that no Early Termination Fee shall be required under Section 12.3(c) of the Agreement in connection with the termination of the Agreement with respect to a particular Fund or Portfolio if such termination is due to: (a) the merger of such Fund or Portfolio into, or the consolidation of such Fund or Portfolio with, another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to continue to provide services to such merged Fund, Portfolio or its successor on substantially the same terms as this Agreement, or (iii) such Fund or Portfolio is merged or consolidated with another Fund or Portfolio serviced under this Agreement; (b) the sale by such Fund or Portfolio of all, or substantially all, of its assets to another entity, so long as (i) this Agreement continues with respect to the remainder of the Funds, and either (ii) the Transfer Agent is retained to provide services to such successor Fund or Portfolio on substantially the same terms as this Agreement or (iii) the assets of such Fund or Portfolio are sold to another Fund or Portfolio serviced under this Agreement; or (c) the liquidation of such Fund or Portfolio and distribution of such Fund or Portfolio’s assets as a result of a determination by the Board of Directors of such Fund or Portfolio, in its reasonable business judgment, that such Fund or Portfolio is no longer viable, so long as this Agreement continues with respect to the remainder of the Funds. The parties further agree that the termination of the Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The amounts set forth in paragraphs (a) and (b) above, shall become due and payable and shall be paid by the Fund on the business day immediately prior to the Deconversion. The amounts set forth in paragraphs (a) and (b) above shall be invoiced as incurred and paid promptly by the Fund in accordance with Section 3.4.