Common use of Duration, Amendment and Termination Clause in Contracts

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Trustees, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by the Act).

Appears in 3 contracts

Samples: Investment Advisory Agreement (Guinness Atkinson Funds), Investment Advisory Agreement (Guinness Atkinson Funds), Investment Advisory Agreement (Investec Funds)

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Duration, Amendment and Termination. (a) This Agreement shall go into effect as become effective with respect to each Fund on the date set forth first above written. With respect to any Additional Funds, provided the provisions of Section 1, Paragraph (b) have been complied with, this Agreement will become effective on the "Effective Date") and shalldate on which the Agreement is approved in accordance with Section 15 of the 1940 Act. This Agreement, unless sooner terminated as hereinafter providedprovided herein, shall continue in effect for each Fund for two (2) years from following the Effective Date effective date of this Agreement with respect to that Fund, if approved in accordance with Section 15 of the 1940 Act, and thereafter shall continue from automatically for periods of one (1) year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the Board of Trustees, including the vote of a majority of those members of the trustees Board of Trustees of the Investment Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting such approval, and (b) by the Board of Trustees of the Investment Company or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). This Agreement may be amended as to a Fund by the parties only if such amendment is specifically approved by (a) the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), and (b) a majority of those Trustees 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; each as required by the 1940 Act. This Agreement may be terminated by the Manager, the Sub-Adviser, or the Investment Company on behalf of a Fund, at any time on sixty (60) days' written notice, without the payment of any penalty. Termination by the Investment Company on behalf of a Fund may be effected by vote of a majority of those members of the Board of Trustees who are not "interested persons" (as defined in the 0000 Xxx) of the Manager or the Investment Company, or by the vote of either the holders majority of the entire Board of Trustees of the Investment Company, or by vote of a "majority" (as so defined) majority of the outstanding voting securities of a Fund and by such a vote of with respect to which the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to votebeing terminated. This Agreement shall will automatically and immediately terminate in the event of its "assignment" assignment (as defined by in the 1940 Act).

Appears in 3 contracts

Samples: Sub Advisory Agreement (Sage Life Investment Trust), Sub Advisory Agreement (Sage Life Investment Trust), Sub Advisory Agreement (Sage Life Investment Trust)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Trustees, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the a Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all the trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 3 contracts

Samples: Investment Advisory Agreement (Guinness Flight Investment Funds Inc), Investment Advisory Agreement (Guinness Flight Investment Funds), Investment Advisory Agreement (Guinness Flight Investment Funds Inc)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Trustees, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser Advisor at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser Advisor sixty (60) days' written notice (which notice may be waived by the AdviserAdvisor), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by the Act).

Appears in 2 contracts

Samples: Investment Advisory Agreement (Guinness Atkinson Funds), Investment Advisory Agreement (Guinness Atkinson Funds)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesTrustees of the Trust, including the vote of a majority of the trustees Trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trusteesTrustees. (b) This Agreement may not be amended only if such amendment is approved by except in accordance with the vote provisions of the holders of a "majority" (as defined in Act, including specifically, the Act) provisions of the outstanding voting securities Act and the rules and regulations thereunder regarding series votes by shareholders of a the Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such the Fund shall be approved by the vote of a majority of all trustees the Trustees in office at the time or by the vote of the holders of a "majority" majority (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement may only be terminated in accordance with the provisions of the Act, and shall automatically terminate in the event of its "assignment" assignment (as defined by in the Act).

Appears in 2 contracts

Samples: Investment Advisory Agreement (Mutual Fund Trust), Investment Advisory Agreement (Mutual Fund Group)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as become effective with respect to each Fund on the date set forth first above written. With respect to any Additional Funds, provided the provisions of Section 1, Paragraph (b) have been complied with, this Agreement will become effective on the "Effective Date") and shalldate on which the Agreement is approved in accordance with Section 15 of the 1940 Act. This Agreement, unless sooner terminated as hereinafter providedprovided herein, shall continue in effect for each Fund for two (2) years from following the Effective Date effective date of this Agreement with respect to that Fund, if approved in accordance with Section 15 of the 1940 Act, and thereafter shall continue from automatically for periods of one (1) year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the Board of Trustees, including the vote of a majority of those members of the trustees Board of Trustees of the Investment Company who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting such approval, and (b) by the Board of Trustees of the Investment Company or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). This Agreement may be amended as to a Fund by the parties only if such amendment is specifically approved by (a) the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), and (b) a majority of those Trustees 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, each as required by the 1940 Act. This Agreement may be terminated by the Manager, the Sub-Adviser, or the Investment Company on behalf of a Fund, at any time on sixty (60) days' written notice, without the payment of any penalty. Termination by the Investment Company on behalf of a Fund may be effected by vote of a majority of those members of the Board of Trustees who are not "interested persons" (as defined in the 0000 Xxx) of the Manager or the Investment Company, or by the vote of either the holders majority of the entire Board of Trustees of the Investment Company, or by vote of a "majority" (as so defined) majority of the outstanding voting securities of a Fund and by such a vote of with respect to which the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to votebeing terminated. This Agreement shall will automatically and immediately terminate in the event of its "assignment" assignment (as defined by in the 1940 Act).

Appears in 2 contracts

Samples: Sub Advisory Agreement (Sage Life Investment Trust), Sub Advisory Agreement (Sage Life Investment Trust)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesDirectors of the Fund, including the vote of a majority of the trustees directors who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trusteesdirectors. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a the Fund. (c) This Agreement may be terminated as to a the Fund by the Adviser at any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such the Fund shall be approved by the vote of a majority of all trustees the directors in office at the time or by the vote of the holders of a "majority" ' (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 2 contracts

Samples: Investment Advisory Agreement (Guinness Flight Investment Funds Inc), Investment Advisory Agreement (Guinness Flight Investment Funds Inc)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesTrustees of the Fund, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a the Fund. (c) This Agreement may be terminated as to a Fund by the Adviser Xxxxxxxx & XxXxxxxx at any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser Xxxxxxxx sixty (60) days' written notice (which notice may be waived by the AdviserXxxxxxxx & XxXxxxxx), provided that such termination by such the Fund shall be approved by the vote of a majority of all the trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 2 contracts

Samples: Investment Advisory Agreement (Dessauer Global Equity Fund), Investment Advisory Agreement (Dessauer Global Equity Fund)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as become effective with respect to each the Initial Fund on the later of (i) the date set forth above on which a Registration Statement with respect to its shares under the Securities Act of 1933, as amended, is first declared effective by the Securities and Exchange Commission or (ii) the "Effective Date"date on which such Initial Fund commences operations or offering its shares to the public, and, with respect to any additional Fund, on the date of receipt by the Trust of notice from the Adviser in accordance with paragraph 1(b) and shall, unless hereof that the Adviser is willing to serve as Adviser with respect to such Fund. Unless terminated as hereinafter herein provided, continue this Agreement shall remain in full force and effect with respect to the Initial Fund until the date which is two years after the effective date of this Agreement, and with respect to each additional Fund, for two years from the Effective Date and date on which this Agreement becomes effective for such Fund. Subsequent to such initial periods of effectiveness this Agreement shall continue from in full force and effect, subject to Section 8(c), for successive one-year periods with respect to year thereafter, but only each Fund so long as such continuance with respect to such Fund is specifically approved at least annually (a) by either the Board Trustees of Trusteesthe Trust or by vote of a majority of the outstanding voting securities (as defined in the 1000 Xxx) of such Fund, including and (b) in either event, by the vote of a majority of the trustees Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the Act1000 Xxx) of any such party party, cast in person at a meeting called for the purpose of voting on such approval. (b) No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective with respect to any Fund until approved by vote of the holders of a "majority" (as so defined) majority of the that Fund’s outstanding voting securities of a Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act1000 Xxx) of if such a vote is required under the outstanding voting securities of a Fund1940 Act for such amendment. (c) This Agreement may be terminated with respect to any Fund at any time, without payment of any penalty, by vote of the Trustees or by vote of a majority of the outstanding voting securities (as to a Fund defined in the 1000 Xxx) of that Fund, or by the Adviser at any time without penalty upon giving such Fund Adviser, in each case on sixty (60) days' ’ prior written notice to the other party. (which notice may be waived by the Fundd) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically and immediately terminate in the event of its "assignment" assignment (as defined by in the 1940 Act). (e) This Agreement may be amended or terminated with respect to one or more Funds without affecting the other Funds operating hereunder.

Appears in 1 contract

Samples: Investment Advisory Agreement (Scottish Widows Investment Partnership Trust)

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Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesTrustees of the Fund, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a the Fund. (c) This Agreement may be terminated as to a Fund by the Adviser Xxxxxxxx & XxXxxxxx at any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser Xxxxxxxx & XxXxxxxx sixty (60) days' written notice (which notice may be waived by the AdviserXxxxxxxx & XxXxxxxx), provided that such termination by such the Fund shall be approved by the vote of a majority of all the trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 1 contract

Samples: Investment Advisory Agreement (Dessauer Global Equity Fund)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesTrustees of the Fund, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a the Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such the Fund shall be approved by the vote of a majority of all the trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 1 contract

Samples: Investment Advisory Agreement (Dessauer Global Equity Fund)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesDirectors, including the vote of a majority of the trustees directors who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a Fund and by such a vote of the trusteesdirectors. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees directors in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by the Act).

Appears in 1 contract

Samples: Investment Advisory Agreement (Humankind Benefit Corp)

Duration, Amendment and Termination. (a) This Agreement shall go into effect as to each the Fund on the date set forth above (the "Effective Date") and shall, unless terminated as hereinafter provided, continue in effect for two years from the Effective Date and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of TrusteesTrustees of the Fund, including the vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, or by the vote of the holders of a "majority" (as so defined) of the outstanding voting securities of a the Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a the Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at Dessxxxx xx any time without penalty upon giving such the Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty Dessxxxx xxxty (60) days' written notice (which notice may be waived by the AdviserDessxxxx), provided xrovided that such termination by such the Fund shall be approved by the vote of a majority of all the trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its "assignment" (as defined by in the Act).

Appears in 1 contract

Samples: Investment Advisory Agreement (Dessauer Global Equity Fund)

Duration, Amendment and Termination. (a) This Agreement shall go into effect become effective as to each Fund on of the date set forth above (the "Effective Date") executed and shall, unless terminated as hereinafter provided, continue shall remain in full force and effect for two years the lesser of (i) the period from the Effective Date effective date through the date of the approval of a new investment advisory agreement between the Adviser and shall continue from year to year thereafter, but only so long as such continuance is specifically approved at least annually the Trust by the Board of Trustees, including the vote of a majority of the trustees outstanding voting securities of the Portfolio, or (ii) 150 days; provided, however, that if the shareholders of the Portfolio fail to approve a new investment advisory agreement, the Adviser may continue to serve hereunder as to the Portfolio in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the U.S. Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission. Notwithstanding the foregoing, this Agreement may be terminated as to the Portfolio at any time, without the payment of any penalty, on ten (10) days written notice, by (i) the majority vote of the Trustees, including a majority vote of such Trustees who are not parties to this Agreement interested persons of the Trust or "interested persons" (as defined in the Act) of any such party cast in person Adviser, at a meeting called for the purpose of voting on such approval, ; or by (ii) the vote of the holders of a "majority" (as so defined) majority of the outstanding voting securities of a Fund and by such a vote of the trustees. (b) This Agreement may be amended only if such amendment is approved by the vote of the holders of a "majority" (as defined in the Act) of the outstanding voting securities of a Fund. (c) This Agreement may be terminated as to a Fund by the Adviser at any time without penalty upon giving such Fund sixty (60) days' written notice (which notice may be waived by the Fund) and may be terminated by the Fund at any time without penalty upon giving the Adviser sixty (60) days' written notice (which notice may be waived by the Adviser), provided that such termination by such Fund shall be approved by the vote of a majority of all trustees in office at the time or by the vote of the holders of a "majority" (as defined in the Act) of the voting securities of the Fund at the time outstanding and entitled to votePortfolio. This Agreement shall will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 12, the terms "assignment," ("interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as defined may be granted by the Commission under said Act).

Appears in 1 contract

Samples: Interim Investment Advisory Agreement (Advisors Inner Circle Fund)

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