Common use of Duration; Termination; Notices; Amendment Clause in Contracts

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile. If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 Attention: Daxxxx Xxxxx Telephone: 610-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Valley Forge Funds)

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Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, at: at Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Advice Select Dividend Growth Fund 400 000 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 PA 19087 Attention: Daxxxx Xxxxx Xxxxxxx Xxxxxxxx, V11 Telephone: 610000-000-0000 Facsimile: 000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx xxxxxxx_xxxxxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx at Wellington Management Company LLP 000 Xxxxxxxx Xx. Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX XX 00000 Attention: Joxx Xxxxxxxx/Xixx Xxxxxx TelephoneLegal and Compliance Facsimile: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx 000-000-0000 The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to applicable law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 1011, the terms "assignment,” “" "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.. DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Whitehall Funds)

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as each provided that such continuance is specifically is approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those the outstanding voting shares of the Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to such this Agreement or interested persons persons” (as defined in the 0000 Xxx) of any such partythe Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval; such meeting , but shall be not remain in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the FundING Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by ING or SIMNA (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty upon 60 days’ written notice to the Advisor, SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days’ written notice to ING or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 0000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days’ written notice to termination of the FundING Advisory Agreement. Any notice under this Agreement will be given in writing writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein) but not by facsimile. follows: If to the FundSIMNA, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxxxxx Investment Management North America Inc. 000 Xxxxx Xxxx Xxxxxx 00xx Xxxxx XxxxxXxx Xxxx, XX 00000 Attention: Daxxxx Xxxxxxxxx X. Xxxxx Telephone: 610000-000-0000 EmailFacsimile: daxxxx_xxxxx@xxxxxxxx.xxx 000-000-0000 If to the AdvisorSIMNA Limited, at: Baxxxxx Xxxxxxxx Investment Management North America Limited 00 Xxxxxxx Xverseas Limited Caxxxx XxxxxxXxxxxx London, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX U.K. EC2V 7QA Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Xxxxxxx Xxxxx Telephone: 010 00 000 0000 0000 If to ING Investments, LLC, at: ING Investments, LLC 0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx Xxxxx 000 0000/011 44 131 275 2828 EmailXxxxxxxxxx, XX 00000 Attn: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx Chief Counsel Telephone: 000-000-0000 This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Acthereto.

Appears in 1 contract

Samples: Sub Advisory Agreement (Ing Mutual Funds)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, atat Vanguard Global Equity Fund 0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX, 00000 Attention: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx, LOKR Telephone: 000-000-0000 Fax: N/A Email: Xxxxxx_Xxxxx@xxxxxxxx.xxx If to the Advisor, at Wellington Management Company LLP 000 Xxxxxxxx Xx. Xxxxxx, XX 00000 Attention: Daxxxx Xxxxx TelephoneLegal and Compliance Facsimile: 610000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If Vanguard_WellingtonRelationshipTeam@ xxxxxxxxxx.xxx The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx . This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 1011, the terms "assignment,” “" "interested persons," and "vote of a majority of the outstanding voting securities” will " have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Horizon Funds)

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as CIAS Advisory Agreement remains in effect. This Agreement will shall become effective on as of its execution; provided that it shall not become effective prior to the date hereof and will of execution of CIAS Advisory Agreement. This Agreement shall continue in effect for a period of no longer than two years thereafterfrom the date of execution of CIAS Advisory Agreement. Thereafter, and this Agreement shall continue in effect automatically for successive twelve-month annual periods thereafteras agreed to by the parties, only so long as each provided such continuance is specifically is approved at least annually by (i) the Board of TrusteesTrustees or (ii) a vote of a “majority” (as defined in the 0000 Xxx) of the Fund’s outstanding voting securities, including provided that in either event the continuance also is approved by a majority of those the Board of Trustees who are not parties to such Agreement or interested persons persons” (as defined in the 0000 Xxx) of any such partyparty to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless . This Agreement is terminable, without penalty, at any time, by the Board of Trustees otherwise complies with the terms Trustees, or by vote of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote holders of a majority of the outstanding voting securities Fund’s shares; or on 60 days’ written notice to SIMNA Limited, and will terminate five business days after SIMNA receives written notice of the Fundtermination of the Management Agreement between the Trust and CIAS, or five business days after the termination, whichever is later. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty upon 60 days’ written notice to the Advisor, SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 0000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days’ written notice to termination of the FundCIAS Advisory Agreement. Any notice under this Agreement will be given in writing writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein) but not by facsimile. follows: If to the FundSIMNA, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxxxxx Investment Management North America Inc. 000 Xxxxx Xxxx Xxxxxx 00xx Xxxxx XxxxxXxx Xxxx, XX 00000 Attention: Daxxxx Xxxxxxxxx X. Xxxxx Telephone: 610000-000-0000 EmailFacsimile: daxxxx_xxxxx@xxxxxxxx.xxx 000-000-0000 If to the AdvisorSIMNA Limited, at: Baxxxxx Xxxxxxxx Investment Management North America Limited 00 Xxxxxxx Xverseas Limited Caxxxx XxxxxxXxxxxx London, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX U.K. EC2V 7QA Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx 0000 0000 This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Acthereto.

Appears in 1 contract

Samples: Sub Advisory Agreement (Consulting Group Capital Markets Funds)

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Sub-Advisory Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be remains in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”)effect. In addition, the question of continuance of the This Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved terminated by the affirmative vote of Trust (by a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile. If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 Attention: Daxxxx Xxxxx Telephone: 610-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used ), without the payment of any penalty, immediately upon written notice to the other parties hereto, in this Section 10, the terms “assignment,” “interested persons,” and “vote event of a majority material breach of any provision thereof by the outstanding voting securities” will have party so notified or otherwise by the respective meanings Trust, upon sixty (60) days' written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) upon 60 days' written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in Section 2(a)(4)this Agreement, Section 2(a)(19if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and Section 2(a)(42warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the 1940 ActS u b - A dvisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: Xxxxxxxx Investment Management North America Inc. 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Legal Department If to SIMNA Limited, at: Xxxxxxxx Investment Management North America Limited 0 Xxxxxx Xxxx Xxxxx Xxxxxx, X.X. XX0X 0XX Attention: Legal Department This Agreement may be amended by mutual consent of the parties hereto.

Appears in 1 contract

Samples: Insurance Products Trust (Lincoln Variable Insurance Products Trust)

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Sub-Advisory Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be remains in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”)effect. In addition, the question of continuance of the This Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved terminated by the affirmative vote of Trust (by a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile. If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 Attention: Daxxxx Xxxxx Telephone: 610-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used ), without the payment of any penalty, immediately upon written notice to the other parties hereto, in this Section 10, the terms “assignment,” “interested persons,” and “vote event of a majority material breach of any provision thereof by the outstanding voting securities” will have party so notified or otherwise by the respective meanings Trust, upon sixty (60) days’ written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) upon 60 days’ written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in Section 2(a)(4)this Agreement, Section 2(a)(19if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and Section 2(a)(42warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the 1940 ActSub-Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: Xxxxxxxx Investment Management North America Inc. 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Legal Department If to SIMNA Limited, at: Xxxxxxxx Investment Management North America Limited 0 Xxxxxx Xxxx Xxxxx Xxxxxx, X.X. XX0X 0XX Attention: Legal Department This Agreement may be amended by mutual consent of the parties hereto.

Appears in 1 contract

Samples: Sub Subadvisory Agreement (Lincoln Variable Insurance Products Trust)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, atat Vanguard Growth and Income Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx, XX 00000 LOKR Telephone: 000-000-0000 Fax: N/A Email: Xxxxxx_Xxxxx@xxxxxxxx.xxx If to the Advisor, at Wellington Management Company LLP 000 Xxxxxxxx Xx. Boston, MA 02210 Attention: Daxxxx Xxxxx TelephoneLegal and Compliance Facsimile: 610000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If Vanguard_WellingtonRelationshipTeam@ xxxxxxxxxx.xxx The parties consent to electronic delivery of any reports or other information that may be requested by a party or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto. Each party represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx Advisor at any time. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 1011, the terms "assignment,” “" "interested persons," and "vote of a majority of the outstanding voting securities” will " have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Quantitative Funds)

Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Sub-Advisory Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be remains in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”)effect. In addition, the question of continuance of the This Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved terminated by the affirmative vote of Trust (by a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile. If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 Attention: Daxxxx Xxxxx Telephone: 610-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used ), without the payment of any penalty, immediately upon written notice to the other parties hereto, in this Section 10, the terms “assignment,” “interested persons,” and “vote event of a majority material breach of any provision thereof by the outstanding voting securities” will have party so notified or otherwise by the respective meanings Trust, upon sixty (60) days’ written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) upon 60 days’ written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in Section 2(a)(4this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), Section 2(a)(19) and Section 2(a)(42) or upon the termination of the 1940 ActSub-Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows: If to SIMNA, at: Xxxxxxxx Investment Management North America Inc. 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Legal Department If to SIMNA Limited, at: Xxxxxxxx Investment Management North America Limited 0 Xxxxxx Xxxx Xxxxx Xxxxxx, X.X. XX0X 0XX Attention: Legal Department This Agreement may be amended by mutual consent of the parties hereto.

Appears in 1 contract

Samples: Sub Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail facsimile machine, email, or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Global Environmental Opportunities Stock Fund 400 0000 Xxxxxxxxxxxx Xxxx, Xxxxx Xxxx Xxxxx Xxxxx000 Xxxxxxx, XX XX, 00000 Attention: Daxxxx Xxxxx Xxxxxx Xxxxx, LOKR Telephone: 610000-000-0000 Facsimile: N/A Email: daxxxx_xxxxx@xxxxxxxx.xxx Xxxxxx.Xxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Ninety One North America, Inc. 00 Xxxx 00xx Xxxxxx, 0 Xxxxxxxxx XX00 Xxx Xxxxxxxxx XX0 0XX Xxxx, XX, 00000 Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Xxxx Xxxxxxx Telephone: 010 00 +0 000 000 0000/011 44 131 275 2828 0000 Facsimile: N/A Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx xxxx.xxxxxxx@xxxxxxxxx.xxx With a copy to: Attention: Xxxxx xxx Xxxxxxx Telephone: +0 000 000 0000 Email: xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx The parties consent to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to applicable law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the parties represent that they have the means to, and will access, such disclosures in electronic format. The parties shall provide hard copies of any such disclosures upon request. Each party may revoke this consent upon written notice to the other party. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.approved

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Trustees' Equity Fund)

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Duration; Termination; Notices; Amendment. This Unless sooner terminated as provided herein, this Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in full force and effect through November 30, 2009. Thereafter, unless sooner terminated, this Agreement shall continue in full force and effect for successive twelve-month periods thereafterof one year, only so long as each provided that such continuance is specifically is approved at least annually by (i) the vote of a majority of the Board of TrusteesTrustees of the Fund, including or (ii) the vote of a majority of those the outstanding voting shares of the Fund (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to such this Agreement or interested persons persons” (as defined in the 0000 Xxx) of any such partythe Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval; such meeting , but shall be not remain in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented effect to the shareholders of extent that the Fund; in such event, such continuance will be effected only if approved by subadvisory agreement between DSL and SIMNA or the affirmative vote of a majority of the outstanding voting securities of the FundDSL Advisory Agreement has been terminated. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by DSL or SIMNA (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty upon 60 days’ written notice to the Advisor, SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days’ written notice to DSL or SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 0000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days’ written notice to termination of the FundDSL Advisory Agreement. Any notice under this Agreement will be given in writing writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein) but not by facsimile. follows: If to the FundSIMNA, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxxxxx Investment Management North America Inc. 000 Xxxxx Xxxx Xxxxxx 00xx Xxxxx XxxxxXxx Xxxx, XX 00000 Attention: Daxxxx Xxxxxxxxx X. Xxxxx Telephone: 610000-000-0000 EmailFacsimile: daxxxx_xxxxx@xxxxxxxx.xxx 000-000-0000 If to the AdvisorSIMNA Limited, at: Baxxxxx Xxxxxxxx Investment Management North America Limited 00 Xxxxxxx Xverseas Limited Caxxxx XxxxxxXxxxxx London, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX U.K. EC2V 7QA Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Xxxxxxx Xxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email0000 0000 If to DSL at: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx Directed Services, LLC 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Acthereto.

Appears in 1 contract

Samples: Sub Advisory Agreement (Ing Investors Trust)

Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as CIAS Advisory Agreement remains in effect. This Agreement will shall become effective on as of its execution; provided that it shall not become effective prior to the date hereof and will of execution of CIAS Advisory Agreement. This Agreement shall continue in effect for a period of no longer than two years thereafterfrom the date of execution of CIAS Advisory Agreement. Thereafter, and this Agreement shall continue in effect automatically for successive twelve-month annual periods thereafteras agreed to by the parties, only so long as each provided such continuance is specifically is approved at least annually by (i) the Board of TrusteesTrustees or (ii) a vote of a “majority” (as defined in the 1000 Xxx) of the Fund’s outstanding voting securities, including provided that in either event the continuance also is approved by a majority of those the Board of Trustees who are not parties to such Agreement or interested persons persons” (as defined in the 1000 Xxx) of any such partyparty to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless . This Agreement is terminable, without penalty, at any time, by the Board of Trustees otherwise complies with the terms Trustees, or by vote of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote holders of a majority of the outstanding voting securities Fund’s shares; or on 60 days’ written notice to SIMNA Limited, and will terminate five business days after SIMNA receives written notice of the Fundtermination of the Management Agreement between the Trust and CIAS, or five business days after the termination, whichever is later. Notwithstanding the foregoing, howeverthis Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty upon 60 days’ written notice to the Advisor, SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement will at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically terminate in the event of its assignment, and assignment (iiias defined in the 1000 Xxx) this Agreement may be terminated by or upon the Advisor on ninety days’ written notice to termination of the FundCIAS Advisory Agreement. Any notice under this Agreement will be given in writing writing, addressed and is deemed delivered, or mailed postpaid, to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail other party as set forth herein) but not by facsimile. follows: If to the FundSIMNA, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Sxxxxxxx Investment Management North America Inc. 800 Xxxxx Xxxx Xxxxxx 00xx Xxxxx XxxxxXxx Xxxx, XX 00000 Attention: Daxxxx Cxxxxxxxx X. Xxxxx Telephone: 610200-000-0000 EmailFacsimile: daxxxx_xxxxx@xxxxxxxx.xxx 200-000-0000 If to the AdvisorSIMNA Limited, at: Baxxxxx Sxxxxxxx Investment Management North America Limited 30 Xxxxxxx Xverseas Limited Caxxxx XxxxxxXxxxxx London, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX U.K. EC2V 7QA Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Vxxxxxxx Xxxxxxxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx 0000 0000 This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Acthereto.

Appears in 1 contract

Samples: Sub Advisory Agreement (Consulting Group Capital Markets Funds)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, atat Vanguard International Dividend Growth Fund P.O. Box 2600 Valley Forge, PA 19482 Attention: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Fund 400 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxx, XX 00000 LOKR Telephone: 000-000-0000 Fax: N/A Email: Xxxxxx_Xxxxx@xxxxxxxx.xxx If to the Advisor, at Wellington Management Company LLP 000 Xxxxxxxx Xx. Boston, MA 02210 Attention: Daxxxx Xxxxx TelephoneLegal and Compliance Facsimile: 610000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx If Xxxxxxxx_XxxxxxxxxxXxxxxxxxxxxxXxxx@xxxxxxxxxx.xxx The parties consent to electronic delivery of any reports or other information that may be requested by a party or required to be delivered by the Advisor under this Agreement, or pursuant to Applicable Law, rule or regulation, including delivery of Part 2 of the Advisor’s ADV and any updates thereto. Each party represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx Advisor at any time. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 1011, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Whitehall Funds)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, thereafter and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement ("In-Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile machine, e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, at: at Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Advice Select Global Value Fund 400 000 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 PA 19087 Attention: Daxxxx Xxxxx Xxxxxxx Xxxxxxxx, V11 Telephone: 610000-000-0000 Facsimile: 000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx xxxxxxx_xxxxxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx at Wellington Management Company LLP 000 Xxxxxxxx Xx. Xxxxxx, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX XX 00000 Attention: Joxx Xxxxxxxx/Xixx Xxxxxx TelephoneLegal and Compliance Facsimile: 010 00 000 000 0000/011 44 131 275 2828 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx 000-000-0000 The Trust consents to electronic delivery of any reports or other information that may be requested by the Trust or required to be delivered by the Advisor under this Agreement, or pursuant to applicable law, rule or regulation, including delivery of Part 2 of the Advisor's ADV and any updates thereto, and the Trust represents that it has the means to, and will access, such disclosures in electronic format. The Advisor shall provide the Trust with hard copies of any such disclosures upon request. The Trust may revoke this consent upon written notice to the Advisor. This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 1011, the terms "assignment,” “" "interested persons," and "vote of a majority of the outstanding voting securities" will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.. DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Whitehall Funds)

Duration; Termination; Notices; Amendment. This Agreement will become effective on as of the date hereof hereof, and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafterperiods, only so long as each such successive continuance specifically is approved at least annually by votes of the Trust’s Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such . Such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-Person Exemptive Order”). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, on thirty sixty days’ written notice to the AdvisorSub-Adviser, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor Adviser on ninety sixty days’ written notice to the FundSub-Adviser and (iv) this Agreement may be terminated by the Sub-Adviser on sixty days’ written notice to the Trust and the Adviser. Any notice under this Agreement will be given in writing writing, and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) but not by facsimile). If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Whitehall Funds Vanguard International Explorer Fund 400 Xxxxx Xxxx Xxxxx XxxxxP.O. Box 2600 Valley Forge, XX 00000 PA 19482 Attention: Daxxxx Xxxxx Telephone: 610-000-0000 Xxxxx, V11 Email: daxxxx_xxxxx@xxxxxxxx.xxx daxxxx.xxxxx@xxxxxxxx.xxx If to the AdvisorAdviser, at: Baxxxxx Xxxxxxx Xverseas Limited Caxxxx XxxxxxScxxxxxx Xnvestment Management North America Inc. 7 Bryant Park 19th Floor New York, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 0XX NY 10018-3706 Attention: Joxx Xxxxxxxx/Xixx Xxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 Legal Department Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx USXxxxx@xxxxxxxxx.xxx If to the Sub-Adviser, at: Scxxxxxx Xnvestment Management North America Limited One London Wall Place London, U.K. EC2Y 5AU Attention: Legal Department Email: USXxxxx@xxxxxxxxx.xxx The parties consent to electronic delivery of any reports or other information requested or required to be delivered under this Agreement, or pursuant to applicable law, rule or regulation, including delivery of Part 2 of the Sub-Adviser’s ADV and any updates thereto, and the parties represent that they have the means to, and will access, such disclosures in electronic format. The parties shall provide hard copies of any such disclosures upon request. Each party may revoke this consent upon written notice to the other party. This Agreement may be amended by mutual consentconsent of the parties hereto, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the FundFund or the Trust. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

Appears in 1 contract

Samples: Sub Advisory Agreement (Vanguard Whitehall Funds)

Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast at a meeting called for the purpose of voting on such approval; such meeting shall be in person as required under Section 15(c) of the 1940 Act unless the Board of Trustees otherwise complies with the terms of an order or other guidance issued by the Securities and Exchange Commission granting an exemption from the in-person meeting requirement (“In-"In­ Person Exemptive Order"). In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund. Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days' written notice to the Advisor, (ii) this Agreement will DocuSign Envelope ID: DB177F70-58AB-4DE2-9438-F9B779FC74D5 automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days' written notice to the Fund. Any notice under this Agreement will be given in writing and is deemed to have been provided upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by e-mail or a similar means of same delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein) ), but not by facsimile. If to the Fund, at: Vanguard Baxxxxx Xxxxxxx Xlobal Positive Impact Stock Advice Select International Growth Fund 400 000 Xxxxx Xxxx Xxxxx Xxxxx, XX 00000 Attention: Daxxxx Xxxxx Xxxxxxx Xxxxxxxx, Vl 1 Telephone: 610000-000-0000 Email: daxxxx_xxxxx@xxxxxxxx.xxx kaitlyn_ xxxxxxxx@xxxxxxxx.xxx If to the Advisor, at: Baxxxxx Xxxxxxx Xverseas Xxxxxxx Overseas Limited Caxxxx XxxxxxXxxxxx Square, 0 Xxxxxxxxx Xxx Xxxxxxxxx XX0 XXx 0XX Attention: Joxx XxxxxxxxXxxx Xxxxxx/Xixx Xxxxxx Xxxx Xxxxxxxxx Telephone: 010 00 000 000 0000/011 44 131 275 2828 01144131275 2828/01144131275 2486 Email: VaxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx XxxxxxxxXxxxxxXxxxxxxXxxxx@xxxxxxxxxxxxxx.xxx This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person (or as otherwise permitted under the terms of an In-Person Exemptive Order) at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund. As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.approved

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Whitehall Funds)

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