ASSIGNMENT, AMENDMENT OR TERMINATION OF AGREEMENT Clause Samples
ASSIGNMENT, AMENDMENT OR TERMINATION OF AGREEMENT. This Agreement shall not be assigned (within the meaning of the 1940 Act and the rules and regulations of the Securities and Exchange Commission and the no-action positions of its staff thereunder) by any party to this Agreement without the consent of all parties to this Agreement. This Agreement shall be binding on all of Client’s successors and assigns until terminated as provided herein. The death, disability or incompetency of Client will not terminate or change the terms of this Agreement. However, in the event of Client’s death, permanent disability or incompetency, Client’s executor guardian, attorney-in-fact or other authorized representative may terminate this Agreement by giving written notice to Royal Alliance, with such termination being effective upon Royal Alliance’s receipt of such notice. This Agreement may be terminated by any party effective upon receipt of written notice to the other parties (“Termination Date”). Upon termination of this Agreement, Client will be entitled to a pro-rated refund, payable to the Program Account where debit occurred, of any pre-paid quarterly advisory fee based upon the number of days remaining in the quarter after the Termination Date. Royal Alliance will advise Custodian to deliver securities and funds held in the Program Account as instructed by Client unless Client requests that the Program Account be liquidated. If a Program Account is liquidated as a result of a termination notice, proceeds will be payable to Client upon settlement of all transactions in the Program Account. Regarding Non-Wrap Accounts, the transaction fee schedule in Appendix 1 will be in effect if Client has instructed that the Program Account be liquidated. As of the Termination Date, no advisory relationship exists between Royal Alliance, Manager and Client. Neither Royal Alliance nor Manager will be under any obligation to provide further services with regard to Program assets and Client will be solely responsible for further investment of the Assets. Royal Alliance retains the right to complete any transactions that are open as of the Termination Date and to retain any amounts of Program assets sufficient to effect such completion. As of the Termination Date, based on the Manager’s sole discretion, the Program Account may be transferred to a standard brokerage account unless Client otherwise directs in writing. If Account is closed within the first six months by Client or as a result of withdrawals which bring the Account value b...
ASSIGNMENT, AMENDMENT OR TERMINATION OF AGREEMENT. Manager and Advisor shall have the right to assign (within the meaning of the Advisers Act and the rules and regulations of the Securities and Exchange Commission and the no-action positions of its staff thereunder) this Agreement upon thirty (30) days’ written notice to Client. Client shall not have the right to assign this Agreement without the prior written consent of Advisor and Manager. This Agreement shall be binding on all of Client’s, Advisor’s, and Manager’s successors and permitted assigns until terminated as provided herein. The effective date of any termination of this Agreement as permitted by the terms of this Agreement shall be known as the “Termination Date”. Client’s death, disability, or incompetence will not automatically terminate or change the terms of this Agreement. This Agreement will terminate upon Advisor’s receipt of evidence of Client’s death, or upon written notice of termination provided by Client’s guardian, conservator, attorney-in-fact, or other authorized representative who may act for and on behalf of Client who has become disabled or incompetent. Client agrees, on behalf of Client and his or her estate, that Advisor and Manager shall be authorized to continue providing Advisory Services to the Program Account until it has received such evidence or notice and has had a reasonable amount of time to act thereon. Following receipt of such evidence or notice, Advisor may require additional documents and reserves the right to retain such Program Assets in and/or restrict transactions in the Program Account as Advisor deems advisable in Advisor’s sole discretion to protect Advisor, Manager, WFS, Advisory Representative, or Custodian from losses or claims arising from or related to such evidence of death or notice of termination. Accordingly, Client and Client’s estate shall, subject to any right of Client or Client’s estate in this Agreement, remain jointly and severally liable for any losses, costs, fees, or transactions occurring in the Program Account that were initiated before Advisor actually received and had a reasonable amount of time to act on such evidence or notice. This Agreement may be terminated by any party at any time by written notice, and effective upon receipt of written notice by, the other parties. Client may terminate this Agreement without penalty within five (5) business days of its initial signing, in which case, Client will receive a refund of all fees and expenses. If the Agreement is terminated after ...
ASSIGNMENT, AMENDMENT OR TERMINATION OF AGREEMENT