Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either: (i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees. (b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such Series, on 60 days' written notice to the Subadviser; (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment. (c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment. (d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 5 contracts
Samples: Investment Subadvisory Agreement (St James Portfolios), Investment Subadvisory Agreement (St James Portfolios), Investment Subadvisory Agreement (St James Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Excelsior Institutional Trust), Investment Advisory Agreement (Excelsior Institutional Trust), Investment Advisory Agreement (Excelsior Institutional Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserUSTNY; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the SubadviserUSTNY, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of USTNY may assume USTNY's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment sub-adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of USTNY; and (iii) the assumption of USTNY's obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Excelsior Venture Partners Iii LLC), Investment Advisory Agreement (Excelsior Venture Partners Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operationshereof, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this AgreementOctober 31, 2007. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
: (i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' ’ written notice to the SubadviserInvestment Adviser; or (ii) the Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' ’ written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment. An affiliate of the Investment Adviser may assume the Investment Adviser’s obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser; and (iii) the assumption of the Investment Adviser’s obligations under this Agreement is approved by the Board of Trustees of the Company.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series, if such vote is required by the Investment Company Act, or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "“specifically approved at least annually," "” “majority of the outstanding voting securities," "” “interested persons" ” and "“assignment" ” shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Excelsior Funds Trust), Investment Advisory Agreement (Excelsior Funds Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Advisory Agreement (St James Portfolios), Investment Advisory Agreement (St James Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such Series, on 60 days' written notice to the Subadviser; (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Subadvisory Agreement (Excelsior Institutional Trust), Investment Subadvisory Agreement (Excelsior Institutional Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesDirectors.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Directors or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserUSTNA; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the SubadviserUSTNA, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of USTNA may assume USTNA's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment sub-adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of USTNA; and (iii) the assumption of USTNA's obligations by the affiliate is approved by the Board of Directors of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Directors 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Excelsior Private Equity Fund Ii Inc), Investment Sub Advisory Agreement (Ust Private Equity Investors Fund Inc)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, and, hereof and unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this AgreementOctober 31, 2007. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
: (i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' ’ written notice to the SubadviserInvestment Adviser; or (ii) the Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' ’ written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment. An affiliate of the Investment Adviser may assume the Investment Adviser’s obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser and (iii) the assumption of the Investment Adviser’s obligations by the affiliate is approved by the Board of Trustees of the Company.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series, if such vote is required by the Investment Company Act, or by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 amendment.
(d) As used in this Agreement, the terms "“specifically approved at least annually," "” “majority of the outstanding voting securities," "” “interested persons" ” and "“assignment" ” shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Excelsior Funds Trust), Investment Advisory Agreement (Excelsior Funds Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesDirectors.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Directors or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserManaging Investment Adviser; or (ii) the Managing Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Advisers obligation's under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the affiliate is under the common control of U.S. Trust Corporation; (iii) the assumption will not result in a change of actual control or management of the Investment Adviser and (iv) the assumption of the Investment Adviser's obligations by the affiliate is approved by the Board of Directors of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Directors 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Management Agreement (Excelsior Private Equity Fund Ii Inc)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
: (i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' ’ written notice to the SubadviserInvestment Adviser; or (ii) the Investment Adviser, on 60 90 days' ’ written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Adviser’s obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser; and (iii) the assumption of the Investment Adviser’s obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "“specifically approved at least annually," "” “majority of the outstanding voting securities," "” “interested persons" ” and "“assignment" ” shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Venture Partners Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, and, hereof and unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this AgreementJuly 31, 2001. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment. An affiliate of the Investment Adviser may assume the Investment Adviser's obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser and (iii) the assumption of the Investment Adviser's obligations by the affiliate is approved by the Board of Trustees of the Company.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series, if such vote is required by the Investment Company Act, or by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Institutional Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserUSTNA; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the SubadviserUSTNA, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of USTNA may assume USTNA's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment sub-adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of USTNA; and (iii) the assumption of USTNA's obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Excelsior Venture Partners Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such Series, on 60 days' written notice to the Subadviser; (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (St James Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of -7- the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations regulation thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees -16- of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations regulation thereunder.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserUSTNA; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the SubadviserUSTNA, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of USTNA may assume USTNA's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment sub-adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of USTNA; and (iii) the assumption of USTNA's obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder. 12.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Excelsior Venture Investors Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesDirectors.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Directors or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserManaging Investment Adviser; or (ii) the Managing Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Directors 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 amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Management Agreement (Excelsior Private Equity Fund Ii Inc)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserInvestment Adviser; or (ii) the Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Adviser's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the investment adviser; and (iii) the assumption of the Investment Adviser's obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Venture Partners Fund Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operationshereof, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this AgreementJuly 31, 2001. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment. An affiliate of the Adviser may assume the Adviser's obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Trust under applicable law; (ii) the assumption will not result in a change of actual control or management of the Adviser; and (iii) the assumption of the Adviser's obligations under this Agreement is approved by the Board of Trustees of the Trust.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series, if such vote is required by the Investment Company Act, or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Institutional Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, and, hereof and unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this AgreementJuly 31, 1999. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each the Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such the Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Trust Series or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Institutional Trust)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 continuance, and either:
: (i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesDirectors.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Directors or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' ’ written notice to the SubadviserManaging Investment Adviser; or (ii) the Managing Investment Adviser, on 60 90 days' ’ written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Advisers obligation’s under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser and (iii) the assumption of the Investment Adviser’s obligations by the affiliate is approved by the Board of Directors of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Directors 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 amendment.
(de) As used in this Agreement, the terms "“specifically approved at least annually," "” “majority of the outstanding voting securities," "” “interested persons" ” and "“assignment" ” shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Management Agreement (Excelsior Private Equity Fund Ii Inc)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Managers of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesManagers.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: (i) the TrustCompany, by action of the Board of Trustees Managers or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserInvestment Adviser; or (ii) the Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Adviser's obligations under this Agreement provided that: (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the assumption will not result in a change of actual control or management of the Investment Adviser; and (iii) the assumption of the Investment Adviser's obligations by the affiliate is approved by the Board of Managers of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Managers 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Excelsior Venture Partners Iii LLC)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each the Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of -16- any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such the Series, on 60 days' written notice to the SubadviserAdviser; or (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations regulation thereunder.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the -7- outstanding voting securities of such Series, on 60 days' written notice to the Subadviser; (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or the Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on the date the Series commences investment operations, and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Series; or (ii) the vote of a majority of the full Board of Trustees.
(b) This Agreement may be terminated at any time and as to any one or more Series, without the payment of any penalty, either by: (i) the Trust, by action of the Board of Trustees or by vote of a majority of the -7- outstanding voting securities of such Series, on 60 days' written notice to the Subadviser; (ii) the Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the Trust. This Agreement shall terminate immediately in the event of its assignment.
(c) This Agreement may be amended only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Series or the Trust or by vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment.
(d) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations regulation thereunder.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Federated Investment Portfolios)
Effective Date; Termination; Amendments. (a) This Agreement shall be effective as to each Series on of the date the Series commences investment operations, first above written and, unless terminated sooner as provided herein, shall continue until the second anniversary of the execution of this Agreement. Thereafter, unless terminated sooner as provided herein, this Agreement shall continue in effect as to each Series for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees Directors of the Trust Company 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 continuance, and either:
(i) the vote of a majority of the outstanding voting securities of such Seriesthe Company; or (ii) the vote of a majority of the full Board of TrusteesDirectors.
(b) This Agreement may be terminated at any time and as to any one or more Seriestime, without the payment of any penalty, either by: :
(i) the TrustCompany, by action the vote of a majority of the Board of Trustees Directors who are not parties to this Agreement or interested persons if any such party or by vote of a majority of the outstanding voting securities of such Seriesthe Company, on 60 days' written notice to the SubadviserManaging Investment Adviser; or (ii) the Managing Investment Adviser, on 60 days' written notice to the Subadviser; or (iii) the Subadviser, on 90 days' written notice to the Adviser and the TrustCompany. This Agreement shall terminate immediately in the event of its assignment.
(c) An affiliate of the Investment Adviser may assume the Investment Adviser's obligations under this Agreement provided that (i) the affiliate is qualified to act as an investment adviser to the Company under applicable law; (ii) the affiliate is under the common control of U.S. Trust Corporation; (iii) the assumption will not result in a change of actual control or management of the Investment Adviser and (iv) the assumption of the Investment Adviser's obligations by the affiliate is approved by the Board of Directors of the Company.
(d) This Agreement may be amended only if such amendment is approved approved, to the extent required by the Investment Company Act, by the vote of a majority of the outstanding voting securities of the Trust or Company and by vote of a majority of the Board of Trustees of the Trust Directors 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 amendment.
(de) As used in this Agreement, the terms "specifically approved at least annually," "majority of the outstanding voting securities," "interested persons" and "assignment" shall have the same meanings as such terms have in the Investment Company Act and the regulations thereunder.
Appears in 1 contract
Samples: Management Agreement (Ust Private Equity Investors Fund Inc)