Common use of EFFECTIVENESS, DURATION AND TERMINATION Clause in Contracts

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 13 contracts

Sources: Investment Advisory Agreement (Forum Funds Ii), Investment Advisory Agreement (Forum Funds Ii), Investment Advisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those the Trust's trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two (2) years from the date of its effectiveness with respect to that Fund and shall may only continue in effect for successive annual periods thereafterwith respect to the Fund under such separate Agreement; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this new Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 30 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 30 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 12 contracts

Sources: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those the Trust's trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 9 contracts

Sources: Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Memorial Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified Funds listed in Appendix A on August 19, 2002. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto following covering the approval (i) by a vote of a majority of those trustees of the Trust who are not parties subject matter hereof insofar as such Agreement may have been deemed to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the relate to each Fund's outstanding voting securities. (b) This Agreement shall remain continue in effect with respect to a each Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and thereafter shall continue in effect for successive annual periods thereafterwith respect to the Series until terminated; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of each Fund and (ii) by a vote of a majority of Directors of each Fund (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Funds) and (II) with respect to each Class of each Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of a Fund or, with respect to each Class for which there is an effective Plan, a majority of Directors of a Fund who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. Funds. (d) This Agreement shall automatically terminate immediately upon its assignmentassignment and upon the termination of the Distributor's membership in the NASD. (e) If a Fund does not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement immediately. (f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this Agreement shall survive any termination of this Agreement with respect to each Fund or Class thereof.

Appears in 9 contracts

Sources: Distribution Agreement (Bt Investment Funds), Distribution Agreement (Bt Pyramid Mutual Funds), Distribution Agreement (Bt Institutional Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those the Trust's trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two (2) years from the date of its effectiveness with respect to that Fund and shall may only continue in effect for successive annual periods thereafterwith respect to the Fund under such separate Agreement; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this new Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 30 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 30 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Management Agreement.

Appears in 9 contracts

Sources: Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds), Subadvisory Agreement (Monteagle Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 7 contracts

Sources: Investment Advisory Agreement (Forum Funds), Investment Advisory Agreement (Forum Funds Ii), Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, first written above and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual twelve-month periods thereafter(computed from each anniversary date of the approval); provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); providedprovided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act and the rules and regulations thereunder. (cb) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: penalty (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the AdviserSubadviser; or (ii) by the Adviser on 60 days' written notice to the Subadviser; or (iii) by the Subadviser on 60 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately automatically upon its assignmentassignment as defined in the Act.

Appears in 6 contracts

Sources: Investment Subadvisory Agreement (Schroder Capital Funds /Delaware/), Investment Subadvisory Agreement (Schroder Capital Funds /Delaware/), Investment Subadvisory Agreement (Schroder Global Series Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement date first above written or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority date on which the Trust's Registration Statement relating to Shares of the Fund's outstanding voting securitiesFund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Funds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and thereafter shall continue in effect for successive annual periods thereafterwith respect to a Fund until terminated; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Trust (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Trust) and (II) with respect to each class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective Plan, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. . (d) This Agreement shall automatically terminate immediately upon its assignmentassignment and upon the termination of the Distributor's membership in the NASD. (e) If the Trust shall not file a Required Amendment within fifteen days following receipt of a written request from the Distributor to do so, the Distributor may, at its option, terminate this Agreement immediately. (f) The obligations of Sections 5(d), 6(d), 8, 9 and 10 shall survive any termination of this Agreement.

Appears in 5 contracts

Sources: Distribution Agreement (Forum Funds Inc), Distribution Agreement (Forum Funds Inc), Distribution Agreement (Monarch Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A hereto to this Agreement following the approval (i) by a vote of a the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 ActAct or applicable staff interpretations thereof, by a vote of a majority of the that Fund's outstanding voting securities.. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness effectiveness, provided however, that with respect to that any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafterthereafter with respect to a Fund; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser cannot or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

Appears in 5 contracts

Sources: Investment Advisory Agreement (Forum Funds), Investment Advisory Agreement (Forum Funds), Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each Portfolio on the date hereof and with respect to each future portfolio of the Trust on the date specified in this Agreement or Appendix A hereto following is amended. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the approval (i) by a vote of a majority of those trustees of parties hereto covering the Trust who are not parties subject matter hereof insofar as such Agreement may have been deemed to this Agreement or interested persons of such party, and (ii) if required by relate to the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesPortfolios. (b) This Agreement shall remain continue in effect with respect to a Fund Portfolio for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereaftertwelve-month periods; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities interests of the Fund Portfolio and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this agreement or interested persons of any such party (other than as Trustees of the Trust); provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, Forum may continue to render to the Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Portfolio at any time, without the payment of any penalty, (i) by the Board on 60 days' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days' written notice to the Trust. This Agreement agreement shall terminate immediately upon its assignment.

Appears in 5 contracts

Sources: Placement Agent Agreement (Core Trust /De), Placement Agent Agreement (Core Trust /De), Placement Agent Agreement (Core Trust /De)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Sub-Advisory Agreement shall become effective with respect to a the Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust Trust’s Board members who are not parties to this Sub-Advisory Agreement or interested persons of any such partyparty (other than as Board members of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Sub-Advisory Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees ’s Board members who are not parties to this Sub-Advisory Agreement or interested persons of any such party (other than as trustees Board members of the Trust); providedprovided further, however, that if the continuation of this Sub-Advisory Agreement is not approved as to a the Fund, the Sub-Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe IC Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Sub-Advisory Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on no less than 60 days' written notice to the Adviser; Sub-Adviser or (ii) by the Sub-Adviser on no less than 60 days' written notice to the TrustFund. This Sub-Advisory Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the IMA.

Appears in 4 contracts

Sources: Sub Advisory Agreement (Drexel Hamilton Mutual Funds), Sub Advisory Agreement (Drexel Hamilton Mutual Funds), Sub Advisory Agreement (Drexel Hamilton Mutual Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date first written above; provided, that with respect to any Fund created after the initial date of this Agreement, this Agreement shall take effect as of the date specified in Appendix A hereto to this Agreement following the approval (i) by a vote of a the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 ActAct or applicable staff interpretations thereof, by a vote of a majority of the that Fund's outstanding voting securities.. or, if a particular Fund is not in existence on that date, on the date specified in the amendment to Appendix A to this Agreement relating to such Fund or, if no date is specified, the date on which such amendment is executed) after approval by (1) a majority of the outstanding voting securities of that Fund and (2) a majority of the Board who are not interested parties of the Trust (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness effectiveness, provided however, that with respect to that any Fund created after the date initial date of this Agreement written above, the Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafterthereafter with respect to a Fund; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust; provided however that the Board may terminate this Agreement without prior written notice where the Board reasonably determines that the Adviser can not or is not expected to render reasonable quality of services. This Agreement shall terminate immediately upon its assignment.

Appears in 4 contracts

Sources: Investment Advisory Agreement (Forum Funds), Investment Advisory Agreement (Forum Funds), Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, first written above and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a each Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual twelve-month periods thereafter(computed from each anniversary date of the approval); provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); providedprovided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Adviser Subadviser may continue to render to that a Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act and the rules and regulations thereunder. (cb) This Agreement may be terminated immediately by the Trust at any time with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: penalty (i) by the Board or by a vote of a majority of the outstanding voting securities of the such Fund on 60 days' written notice to the AdviserSubadviser; or (ii) by the Adviser on 60 days' written notice to the Subadviser; or (iii) by the Subadviser on 60 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately automatically upon its assignmentassignment as defined in the Act.

Appears in 3 contracts

Sources: Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those the Trust's trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two (2) years from the date of its effectiveness with respect to that Fund and shall may only continue in effect for successive annual periods thereafterwith respect to the Fund under such separate Agreement; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this new Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 3 contracts

Sources: Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Memorial Funds), Subadvisory Agreement (Memorial Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterperiods; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) by votes cast in person at a meeting called for the purpose of any voting on such party (other than as trustees of the Trust)approval; provided, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may also be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the TrustSubadviser or (ii) by the Subadviser on 60 days' written notice to the Adviser. This Agreement shall terminate immediately upon its assignmentassignment or upon termination of the Advisory Agreement.

Appears in 3 contracts

Sources: Subadvisory Agreement (FSI Low Beta Absolute Return Fund), Subadvisory Agreement (FSI Low Beta Absolute Return Fund), Subadvisory Agreement (FSI Low Beta Absolute Return Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, first written above and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual twelve-month periods thereafter(computed from each anniversary date of the approval); provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); providedprovided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act and the rules and regulations thereunder. (cb) This Agreement may be terminated immediately by the Trust at any time with respect to a the Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: penalty (i) by the Board or by a vote of a majority of the outstanding voting securities of the such Fund on 60 days' written notice to the AdviserSubadviser; or (ii) by the Adviser on 60 days' written notice to the Subadviser; or (iii) by the Subadviser on 60 days’ written notice to the Adviser and the Trust. This Agreement shall terminate immediately automatically upon its assignmentassignment as defined in the Act.

Appears in 3 contracts

Sources: Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust), Investment Subadvisory Agreement (Schroder Series Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each Portfolio on the later of the date specified in hereof or the date of commencement of operations of the Trust, and with respect to each future portfolio of the Trust, on the date this Agreement or Appendix A hereto following is amended. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the approval (i) by a vote of a majority of those trustees of parties hereto covering the Trust who are not parties subject matter hereof insofar as such Agreement may have been deemed to this Agreement or interested persons of such party, and (ii) if required by relate to the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesPortfolios. (b) This Agreement shall remain continue in effect with respect to a Fund Portfolio for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereaftertwelve-month periods; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities interests of the Fund Portfolio and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this agreement or interested persons of any such party (other than as Trustees of the Trust); provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, Forum may continue to render to the Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Portfolio at any time, without the payment of any penalty, (i) by the Board on 60 days' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days' written notice to the Trust. This Agreement agreement shall terminate immediately upon its assignment.

Appears in 3 contracts

Sources: Placement Agent Agreement (Schroder Capital Funds), Placement Agent Agreement (Schroder Capital Funds Ii), Placement Agent Agreement (Schroder Capital Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust Trust’s Trustees who are not parties to this Agreement or interested persons of such party(as defined in the ▇▇▇▇ ▇▇▇) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 2 contracts

Sources: Subadvisory Agreement (Forum Funds), Subadvisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date specified on which the Trust's Registration Statement relating to the shares of the Fund becomes effective and date of its approval by a vote of a majority of the outstanding voting securities of the Fund. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between the Trust and the Adviser covering the subject matter hereof. (b) This Agreement shall continue in Appendix A hereto following effect with respect to a Fund for twelve months and, thereafter, shall continue in effect for successive twelve-month periods (computed from each anniversary date of the approval approval), provided that such continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees at a meeting called for the purpose of the Trust); provided, however, that if voting on such approval. If the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon with respect to a Fund if it has not been approved in the manner specified in clauses (i) and (ii) of Section 6(b) within two years from its effective date. This Agreement also shall automatically terminate in the event of its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Forum Funds Inc), Investment Advisory Agreement (Forum Funds Inc)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date specified in Appendix A hereto to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of such partyparty cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 ActAct or applicable staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 2 contracts

Sources: Subadvisory Agreement (Forum Funds Ii), Subadvisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness provided however, that with respect to that any Fund created after the date of this Agreement first written above, this Agreement shall remain in effect for an initial period of two years, and in either event shall continue in effect for successive annual periods thereafterthereafter with respect to a Fund; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the applicable Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Investment Manager may continue to render to that Fund the services described herein in the manner and to the extent permitted by the 1940 Act or other applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the applicable Fund on 60 days' written notice to the AdviserInvestment Manager; or (ii) by the Adviser Investment Manager on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 2 contracts

Sources: Investment Management Agreement (Forum ETF Trust), Investment Management Agreement (Forum ETF Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date specified on which the Trust's Registration Statement relating to the shares of the Fund becomes effective and date of its approval by a vote of a majority of the outstanding voting securities of the Fund. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between the Trust and the Adviser covering the subject matter hereof. (b) This Agreement shall continue in Appendix A hereto following effect with respect to a Fund for twelve months and, thereafter, shall continue in effect for successive twelve- month periods (computed from each anniversary date of the approval approval), provided that such continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees at a meeting called for the purpose of the Trust); provided, however, that if voting on such approval. If the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon with respect to a Fund if it has not been approved in the manner specified in clauses (i) and (ii) of Section 6(b) within two years from its effective date. This Agreement also shall automatically terminate in the event of its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Forum Funds Inc), Investment Advisory Agreement (Forum Funds Inc)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, Fund if the Board, in its reasonable discretion and having due regard to the protection of investorsinvestors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, finds find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days' written notice to the Adviser; or (ii) by the Adviser on 60 sixty days' written notice to the TrustFund. This Agreement shall terminate immediately upon its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Peachtree Alternative Strategies Fund), Investment Advisory Agreement (ABS Global Equity Long/Short RIC)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, Fund if the Board, in its reasonable discretion and having due regard to the protection of investorsinvestors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, finds find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days' written notice to the Adviser; or (ii) by the Adviser on 60 sixty days' written notice to the TrustFund. This Agreement shall terminate immediately upon its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Peachtree Alternative Strategies Fund), Investment Advisory Agreement (Peachtree Alternative Strategies Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust Company 's Directors who are not parties to this Agreement or interested persons of such party(as defined in the ▇▇▇▇ ▇▇▇) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust's trustees Company’s Directors who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the TrustSubadviser or (ii) by the Subadviser on 60 days' written notice to the Company. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 2 contracts

Sources: Subadvisory Agreement (Embarcadero Funds Inc), Subadvisory Agreement (Embarcadero Funds Inc)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each Portfolio on the later of the date specified in of this Agreement or the date of commencement of operations of the Trust, and with respect to each future portfolio of the Trust on the date this Agreement or Appendix A hereto following is amended. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the approval (i) by a vote of a majority of those trustees of parties hereto covering the Trust who are not parties subject matter hereof insofar as such Agreement may have been deemed to this Agreement or interested persons of such party, and (ii) if required by relate to the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesPortfolios. (b) This Agreement shall remain continue in effect with respect to a Fund Portfolio for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereaftertwelve-month periods; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities interests of the Fund Portfolio and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this agreement or interested persons of any such party (other than as Trustees of the Trust); provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, Forum may continue to render to the Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Portfolio at any time, without the payment of any penalty, (i) by the Board on 60 days' written notice to the Adviser; Forum or (ii) by the Adviser Forum on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 2 contracts

Sources: Transfer Agency and Fund Accounting Agreement (Schroder Capital Funds), Transfer Agency and Fund Accounting Agreement (Schroder Capital Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date specified on which the Trust's Registration Statement relating to the Shares of the Fund becomes effective and date of its approval by a vote of a majority of the outstanding voting securities of the Fund. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between the Trust and the Adviser covering the subject matter hereof. (b) This Agreement shall continue in Appendix A hereto following the approval effect with respect to a Fund for twelve months and, thereafter, shall continue in effect for successive twelve-month periods, provided that such continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees cast in person at a meeting called for the purpose of the Trust); provided, however, that if voting on such approval. If the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Cutler Trust), Investment Advisory Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, Fund if the Board, in its reasonable discretion and having due regard to the protection of investorsinvestors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, finds find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days' written notice to the Adviser; or (ii) by the Adviser on 60 sixty days' written notice to the TrustFund. This Agreement shall terminate immediately upon its assignment.

Appears in 2 contracts

Sources: Investment Advisory Agreement (Peachtree Alternative Strategies Fund), Investment Advisory Agreement (Peachtree Alternative Strategies Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of on the date specified in Appendix A hereto above following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that the Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board Board, or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons (of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (iiiii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective upon its execution; provided, that with respect to a Fund as of the date specified in Appendix A hereto following the approval Fund, this Agreement shall not take effect unless it first has been approved (i) by a vote of a the majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval (or as otherwise permitted by applicable laws and regulations), and (ii) if required by the 1940 Act, by a vote of a majority of the that Fund's ’s outstanding voting securitiessecurities (which typically will be held by the sole initial shareholder of such Fund). (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 1 contract

Sources: Subadvisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund on the date on which the Corporation's Registration Statement relating to the shares of the Funds becomes effective and shall relate to every other Fund as of the date specified in Appendix A hereto following on which the approval (i) by a vote of a majority of those trustees of Corporation's Registration Statement relating to the Trust who are not parties to this Agreement or interested persons shares of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesFund becomes effective. (b) This Agreement shall remain continue in effect for twenty-four months as it pertains to a Fund and, thereafter, with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and such Fund, shall continue in effect for successive annual periods thereafter; providedtwelve-month periods, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Corporation (A) who are not parties to this Agreement or interested persons of any such party and (B) with respect to each class of a Fund, who do not have any direct or indirect financial interest in any plan of distribution adopted under Rule 12b-1 under the 1940 Act applicable to the class or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the 1940 Act. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted under Rule 12b-1 under the 1940 Act, a majority of Directors of the Corporation who do not have any direct or indirect financial interest in any such plan or in any agreements related to such plan, on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the TrustCorporation. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Trans Adviser Funds Inc)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the Funds on the date specified in Appendix A hereto following first written above upon the later of approval (i) by a vote of a majority of those trustees the Board, including a majority of the Trust Trust's Trustees who are not parties to this Agreement or interested persons of such party(as defined in the ▇▇▇▇ ▇▇▇) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund, provided that the Advisory Agreement between the Trust and the Adviser has been approved by a vote of a majority of the outstanding voting securities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund the Funds for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Funds; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 1 contract

Sources: Subadvisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as of on the date specified in Appendix A hereto following on which the approval (i) by a vote Trust's Registration Statement relating to the Shares of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesthat Fund becomes effective. (b) This Agreement shall remain continue in effect with respect to a each Fund for a period of two years from the date of its effectiveness one year and, thereafter, with respect to that Fund and such Fund, shall continue in effect for successive annual periods thereafter; providedone year periods, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of the Trustees of the Trust (A) who are not parties to this Agreement or interested persons of any such party and (B) who do not have any direct or indirect financial interest in any plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act applicable to any class of Shares of the Fund or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved with respect to any Fund, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the 1940 Act. (c) This Agreement may be terminated at any time with respect to any Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, a majority of Trustees of the Trust who do not have any direct or indirect financial interest in any such plan or in any agreements related to such plan, on not less than 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on not less than 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Highland Family of Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect on the date on which the Trust's Registration Statement relating to a the shares of the ▇▇▇▇▇▇ Equity Income Fund and the ▇▇▇▇▇▇ Value Fund becomes effective and shall relate to every other Fund as of the date specified in Appendix A hereto following on which the approval (i) by a vote Trust's Registration Statement relating to the shares of a majority such Fund becomes effective. Upon the effectiveness of those trustees of this Agreement, it shall supersede all previous agreements between the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of Distributor covering the Fund's outstanding voting securitiessubject matter hereof. (b) This Unless otherwise terminated pursuant to its terms, this Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and twelve months and, thereafter, shall continue in effect for successive annual periods thereafter; providedtwelve month periods, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (iI) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Trust and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the Act. (c) This Agreement may be terminated at any time, without the payment of any penalty, (I) by the Board or by a vote of a majority of the outstanding voting securities of the Trust on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect on the date on which the Trust's Registration Statement relating to a the shares of the ▇▇▇▇▇▇ Equity Income Fund, the ▇▇▇▇▇▇ Approved List Equity Fund and the ▇▇▇▇▇▇ Government Securities Fund becomes effective and shall relate to every other Fund as of the date specified in Appendix A hereto following on which the approval (i) by a vote Trust's Registration Statement relating to the shares of a majority such Fund becomes effective. Upon the effectiveness of those trustees of this Agreement, it shall supersede all previous agreements between the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of Distributor covering the Fund's outstanding voting securitiessubject matter hereof. (b) This Unless otherwise terminated pursuant to its terms, this Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and twelve months and, thereafter, shall continue in effect for successive annual periods thereafter; providedtwelve month periods, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Trust and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the Act. (c) This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Trust on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date specified on which the Trust's Registration Statement relating to the shares of the Fund becomes effective and date of its approval by a vote of a majority of the outstanding voting securities of the Fund. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between the Trust and the Adviser covering the subject matter hereof. (b) This Agreement shall continue in Appendix A hereto following the approval effect with respect to a Fund for twelve months and, thereafter, shall continue in effect for successive twelve- month periods, provided that such continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees cast in person at a meeting called for the purpose of the Trust); provided, however, that if voting on such approval. If the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a each Fund as on the date on which the Corporation's Registration Statement relating to the Shares of the date specified in Appendix A Fund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto following covering the approval (i) by a vote of a majority of those trustees of subject matter hereof insofar as such Agreement may have been deemed to relate to the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesFunds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterone-year periods; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Directors of the Corporation (I) who are not parties to this Agreement or interested persons of any such party (other than as Directors of the Corporation) and (II) with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, who do not have any direct or indirect financial interest in any such plan applicable to the class or in any agreements related to the plan, cast in person at a meeting called for the purpose of voting on such approval; provided further, however, that if the continuation of this Agreement is not approved as to a Fund, Forum may continue to render to the Fund the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. (c) This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each class of a Fund for which there is an effective plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, a majority of Directors of the Corporation who do not have any direct or indirect financial interest in any such plan or in any agreements related to the plan, on 60 days' written notice to Forum or (ii) by Forum on 60 days' written notice to the Adviser; or Corporation. (iid) by the Adviser on 60 days' written notice to the Trust. This Agreement shall also automatically terminate immediately upon in the event of its assignment; provided, that a Transfer shall not cause a termination of this Agreement or be deemed to be an assignment. (e) If this Agreement is terminated for any reason other than a Complete Termination (as defined in Section 10 of the Plan), the obligations of the Corporation and Forum pursuant to Sections 5(a)-(d) and Section 6 of this Agreement will continue and survive any such termination. A termination of the Plan (including a Complete Termination as defined in Section 10 of the Plan) with respect to the Shares of any or all Funds or Classes thereof shall not affect the obligations of the Corporation with respect to payments of Forum's Allocable Portion of CDSC or of the obligations of Forum in respect of CDSC's pursuant to Sections 5 and 6 of this Agreement.

Appears in 1 contract

Sources: Distribution Agreement (Tanaka Funds Inc)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as immediately upon the later of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust Trust's Trustees who are not parties to this Agreement or interested persons of such party(as defined in the 194▇ ▇▇▇) ▇nd, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a the Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, andand in, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of defined in the Trust1940 Act); providedprovided further, however, that if the continuation of this Agreement is not approved as to a the Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignmentassignment or (y) upon termination of the Advisory Agreement.

Appears in 1 contract

Sources: Subadvisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of on the date specified in Appendix A hereto above following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that the Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or Board; (ii) by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (iiiii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of on the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, first written above and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a each Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereaftertwelve-month periods; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the a Fund, and, in either case; , (ii) by a majority of the Trust's trustees ’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust); providedprovided further, however, that if this Agreement or the continuation of this Agreement is not approved as to a Fundapproved, the Adviser Subadviser may continue to render to that a Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act and the rules and regulations thereunder. (cb) This Agreement may be terminated immediately by the Trust at any time with respect to a each Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: penalty (i) by the Board or by a vote of a majority of the outstanding voting securities of the such Fund on 60 days' written notice to the AdviserSubadviser; or (ii) by the Adviser on 60 days' written notice to the Subadviser; or (iii) by the Subadviser on 60 days’ written notice to the Adviser and the Trust. This Agreement shall terminate immediately automatically upon its assignmentassignment as defined in the Act.

Appears in 1 contract

Sources: Investment Subadvisory Agreement (Schroder Global Series Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by a majority of the Board Board, or (ii) by the vote of a majority of the outstanding voting securities of the Fund, and, in . In either case; (ii) , the continuance must also be approved annually by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawlaw and shall be compensated as set forth in Section 4, which compensation shall be pro rated based on the number of days in such extended period. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on not more than 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of on the date specified in Appendix A hereto above following the approval (i) by a vote of a majority of the Board, including a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that the Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by a majority of the Board Board, or (ii) by the vote of a majority of the outstanding voting securities of the Fund, and, in . In either case; (ii) , the continuance must also be approved annually by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as each Portfolio on the date hereof and with respect to each future portfolio of the Trust on the date specified in this Agreement or Appendix A hereto following is amended. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the approval (i) by a vote of a majority of those trustees of parties hereto covering the Trust who are not parties subject matter hereof insofar as such Agreement may have been deemed to this Agreement or interested persons of such party, and (ii) if required by relate to the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesPortfolios. (b) This Agreement shall remain continue in effect with respect to a Fund Portfolio for a period of two years one year from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereaftertwelve-month periods; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities interests of the Fund Portfolio and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this agreement or interested persons of any such party (other than as Trustees of the Trust); provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, Schroder may continue to render to the Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. (c) This Agreement may be terminated with respect to a Portfolio at any time, without the payment of any penalty, (i) by the Board on 60 days' written notice to the Adviser; Schroder or (ii) by the Adviser Schroder on 60 days' written notice to the Trust. This Agreement agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Administration Agreement (Schroder Capital Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect on the date on which the Trust's Registration Statement relating to a the shares of the ▇▇▇▇▇▇ Equity Income Fund, the ▇▇▇▇▇▇ Approved List Equity Fund and the ▇▇▇▇▇▇ Government Securities Fund becomes effective and shall relate to every other Fund as of the date specified in Appendix A hereto following on which the approval (i) by a vote Trust's Registration Statement relating to the shares of a majority such Fund becomes effective. Upon the effectiveness of those trustees of this Agreement, it shall supersede all previous agreements between the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of Distributor covering the Fund's outstanding voting securitiessubject matter hereof. (b) This Unless otherwise terminated pursuant to its terms, this Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and twelve months and, thereafter, shall continue in effect for successive annual periods thereafter; providedtwelve-month periods, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Trust and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the Act. (c) This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Trust on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act, subject to the Adviser's opportunity to cure within thirty (30) days. Whether any such cure is satisfactory shall be determined in the sole discretion of the Trust's Board. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Altmfx Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following such Fund’s shares are first offered to the approval (i) public, provided that this Agreement has been previously approved by a vote of a majority of those the Trust’s trustees of the Trust who are not parties to this Agreement or interested persons of any such partyparty (other than as trustees of the Trust) and, and (ii) if required by the 1940 Actapplicable law, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterwith respect to the Fund; provided, however, provided that such continuance is specifically approved at least annually: annually (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser Subadviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 sixty days' written notice to the Adviser; Subadviser or (ii) by the Adviser Subadviser on 60 sixty days' written notice to the Trust. This Agreement shall terminate immediately upon its assignmentassignment or upon termination of the Advisory Agreement.

Appears in 1 contract

Sources: Subadvisory Agreement (LCM Landmark Series Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a the Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securitiesfirst written above. (b) This Agreement shall remain in effect with respect to a Fund for a an initial period of two years from the date of its effectiveness with respect to that Fund and first written above, unless sooner terminated as provided herein. This Agreement shall continue in effect for successive annual periods thereafterfollowing the initial period; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's ’s trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); providedprovided further, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust if the Board reasonably determines, in accordance with its duties under applicable law, that the Adviser has materially breached the standard of care specified in Section 5(a) of this Agreement with respect to a Fund, without payment its provision of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund and provides prompt written notice of such determination to the Adviser. The Adviser shall have the opportunity, within thirty (30) days of receipt of such a written notice, to cure the material breach that is the subject of such notice or Funds as reasonably expected by an investment adviser registered under otherwise to address such material breach with the Advisers ActBoard. The Board shall determine not to terminate the Agreement if it is satisfied with the Adviser’s response to the written notice. (d) This Agreement may be terminated with respect to a the Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignmentassignment without further action by either party.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund execution and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; , (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved as to a the Fund, the Sub-Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on Fund, each upon 60 days' written notice to the Sub-Adviser; or (ii) by the Sub-Adviser on 60 days' written notice to the TrustAdviser or (iii) by the Adviser upon 60 days’ written notice to the Sub-Adviser, provided that the Adviser may not terminate this Agreement within two years of the date of execution of this Agreement. This Agreement shall terminate immediately upon its assignmentassignment or upon termination of the Advisory Agreement.

Appears in 1 contract

Sources: Subadvisory Agreement (Peachtree Alternative Strategies Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the its approval (i) by a the Board, including the vote of a majority of those the trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness execution with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that each such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law.party (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered a material breach of this Agreement by the Adviser of any of its obligations, representations or warranties under this Agreement, fail in a material way to provide responsible management Agreement and such breach is not cured within 20 days after notice thereof is provided by the Trust to the Fund or Funds Adviser. Any such cure shall be determined as reasonably expected by an investment adviser registered under satisfactory within the Advisers Act.sole discretion of the Board (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon automatically in the event of its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Forum Funds Ii)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as on the latter of the date specified on which the Trust's Registration Statement relating to the shares of the Fund becomes effective and date of its approval by a vote of a majority of the outstanding voting securities of the Fund. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between the Trust and the Adviser covering the subject matter hereof. (b) This Agreement shall continue in Appendix A hereto following the approval effect with respect to a Fund for twelve months and, thereafter, shall continue in effect for successive twelve-month periods, provided that such continuance is specifically approved at least annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees cast in person at a meeting called for the purpose of the Trust); provided, however, that if voting on such approval. If the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that the Fund the services described herein in the manner and to the extent permitted by applicable lawthe Act. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: , (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the May 3, 2021 after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the effective date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees Trustees of the Trust)Fund) by votes cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, Fund if the Board, in its reasonable discretion and having due regard to the protection of investorsinvestors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, finds find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 sixty days' written notice to the Adviser; or (ii) by the Adviser on 60 sixty days' written notice to the TrustFund. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Management Agreement (Forum CRE Income Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect on the date on which the Trust's Registration Statement relating to a the shares of the Cutler Equity Income Fund and th▇ ▇▇▇▇er Value Fund becomes effe▇▇▇▇▇ and shall relate to every other Fund as of the date specified in Appendix A hereto following on which the approval (i) by a vote Trust's Registration Statement relating to the shares of a majority such Fund becomes effective. Upon the effectiveness of those trustees of this Agreement, it shall supersede all previous agreements between the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of Distributor covering the Fund's outstanding voting securitiessubject matter hereof. (b) This Unless otherwise terminated pursuant to its terms, this Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and twelve months and, thereafter, shall continue in effect for successive annual periods thereafter; providedtwelve month periods, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund Trust and (ii) by a vote of a majority of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. If the continuation of this Agreement is not approved, the Distributor may continue to render the services described herein in the manner and to the extent permitted by the Act. (c) This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Trust on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. This Agreement shall automatically terminate immediately upon in the event of its assignment.

Appears in 1 contract

Sources: Distribution Agreement (Cutler Trust)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the first written above after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable staff interpretations thereof, by a vote of a majority of the Fund's outstanding voting securitiessecurities of the Fund. (b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafterperiods; provided, however, provided that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees Fund’s Trustees who are not parties to this Agreement or interested persons by votes cast in person at a meeting called for the purpose of any voting on such party (other than as trustees of the Trust)approval; provided, however, that if the continuation of this Agreement is not approved as to a Fundapproved, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and the rules and regulations thereunder. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, Fund if the Board, in its reasonable discretion and having due regard to the protection of investorsinvestors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, finds find that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under adviser, as defined in the Advisers Act; provided that the Adviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice. (d) This Agreement may also be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the TrustFund. This Agreement shall terminate immediately upon its assignment.

Appears in 1 contract

Sources: Investment Advisory Agreement (FSI Low Beta Absolute Return Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as upon the commencement of the date specified in Appendix A hereto following the Fund’s operations after approval (i) by a vote of a the majority of those trustees Trustees of the Trust Fund who are not parties to this Agreement or interested persons of such partyparty (other than as Trustees of the Fund) cast in person at a meeting called for the purpose of voting on the Agreement, and (ii) if required by the 1940 ActAct or applicable SEC staff interpretations thereof, by a vote of a majority of the Fund's ’s outstanding voting securities. (b) This Agreement Agreement, unless sooner terminated as provided herein, shall remain in effect with respect to a Fund for a period of two years from the effective date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that thereafter only if such continuance is specifically approved at least annually: (i) by as required under the Board 1940 Act or by the vote of a majority any exemptive order issued by, or guidance, interpretation, or position of the outstanding voting securities of staff of, the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust)SEC with respect thereto; provided, however, that if the continuation shareholders of this the Fund fail to approve the Agreement is not approved as to a Fundprovided herein, the Adviser Investment Manager may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable lawthe 1940 Act and rules and regulations thereunder. (c) This Notwithstanding the foregoing, this Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard as to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) , by vote of a majority of the Board Trustees or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days' written notice to the Adviser; Investment Manager, or (ii) by the Adviser Investment Manager at any time, without the payment of any penalty, on at least 60 days' written notice to the TrustFund. This Agreement shall will automatically and immediately terminate immediately upon in the event of its assignment. As used in this Section, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the SEC or its staff.

Appears in 1 contract

Sources: Investment Management Agreement (Origin Real Estate Credit Fund)

EFFECTIVENESS, DURATION AND TERMINATION. (a) This Agreement shall become effective with respect to a Fund as of the date specified each series or class listed in Appendix A hereto following on the approval later of (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement September 10, 1997 or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority date on which the Company's Registration Statement relating to Shares of the Fund's outstanding voting securitiesFund becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Funds. (b) This Agreement shall remain continue in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund until October 31, 1998 and thereafter shall continue in effect for successive annual periods thereafterwith respect to a Fund until terminated; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law. (c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act. (d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: annually (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund and (ii) by a vote of a majority of Trustees of the Company (I) who are not parties to this Agreement or interested persons of any such party (other than as Trustees of the Company) and (II) with respect to each Class of a Fund for which there is an effective Plan, who do not have any direct or indirect financial interest in any such Plan applicable to the Class or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on such approval. (c) This Agreement may be terminated at any time with respect to a series or class, without the payment of any penalty, (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund or, with respect to each Class of a Fund for which there is an effective Plan, a majority of Trustees of the Company who do not have any direct or indirect financial interest in any such Plan or in any agreements related to the Plan, on 60 days' written notice to the Adviser; Distributor or (ii) by the Adviser Distributor on 60 days' written notice to the Trust. applicable Company. (d) This Agreement shall automatically terminate immediately upon its assignment. (e) The obligations of Sections 5(e), 5(f), 6(d), 7, 8 and 10 shall survive any termination of this Agreement with respect to a Fund or Company.

Appears in 1 contract

Sources: Distribution Agreement (Glenmede Portfolios)