Common use of Effectiveness, Duration and Termination of Agreement Clause in Contracts

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall continue automatically for successive annual periods unless the Company, by vote of a majority of the Company’s “independent directors” (as such term is defined under the rules of the NASDAQ Stock Market or such other securities market on which the securities of the Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration date. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, by the vote of a majority of the Company’s “independent directors,” and (ii) the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In the event of such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Gladstone Companies, Inc.), Investment Advisory Agreement (Gladstone Companies, Inc.)

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Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Corporation’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or Investment Company Act) of any such other securities market on which party, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Corporation, or by the vote of the Corporation’s “independent directors,” Directors. The Adviser may terminate this Agreement upon 120 days’ written notice and shall pay expenses incurred as a result of its voluntary termination of the Agreement. The Adviser shall promptly upon termination: (i) deliver to the Corporation’s Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Corporation’s Board of Directors; (ii) deliver to the Corporation’s Board of Directors all assets and documents of the Corporation then in custody of the Adviser; and (iii) cooperate with the Corporation to provide an orderly transition of services. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationInvestment Company Act). The provisions of Section 6 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 of this Agreement through the date of termination or expiration.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Prospect Flexible Income Fund, Inc.), Investment Advisory Agreement (TP Flexible Income Fund, Inc.)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of October 1, 2001, as amended and/or supplemented, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2016, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. The prior Investment Advisory Agreement between the Fund and the Adviser, dated October 31, 1996 (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect) shall terminate upon the effectiveness of this Agreement. This Agreement shall become effective as of the first date above written written. This Agreement shall remain in effect until June 30, 2003, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Fund's directors, by including a majority of such directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the Company’s “independent directors” (as such term is defined under the rules of the NASDAQ Stock Market or such other securities market on which the outstanding voting securities of the Company Fund and the vote of the Fund's directors, including a majority of such directors who are then tradednot parties to this Agreement or "interested persons" (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days' written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Fund, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent Fund's directors of or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its "assignment" (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Fund may, so long as this Agreement remains in effect, use "Royce" as part of its name. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name "Royce" in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser or, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Focus Trust Inc)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written written. This Agreement shall remain in effect for one yeartwo years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Fund’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Fund and (b) the vote of a majority of the Fund’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or Investment Company Act) of any such other securities market on which party, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Fund, or by the vote of the Fund’s “independent directors,” and (ii) Directors or by the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationInvestment Company Act). The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration. All fees and calculations contemplated hereunder, including those for the quarter ending June 30, 2022 and any period thereafter, shall be calculated as if this Agreement was effective as of April 1, 2022.

Appears in 1 contract

Samples: Investment Advisory and Management Agreement (Gladstone Capital Corp)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written Effective Date and remain in effect for two years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Board of Directors, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Company’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or Investment Company Act) of any such other securities market on which party, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of stockholders holding a majority of the Company’s “independent directors,” and (ii) the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors outstanding voting securities of the Company, for any reasonor by the vote of the Company’s Directors or by the Advisor. In This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Except with the consent of the Advisor, upon termination or non-renewalof this Agreement, the Company shall pay to immediately delete the Adviser a termination fee equal to three times the sum term “Crescent” from its corporate name and not incorporate Crescent as part of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationany subsequent name. The provisions of Section 6 9 of this Agreement shall remain in full force and effect, and the Adviser and its representatives Advisor shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser Advisor shall be entitled to any amounts owed under Section 2 and Section 3 of this Agreement through the date of termination or expirationexpiration and Section 9 shall continue in full force and effect and apply to the Advisor and its representatives as and to the extent applicable.

Appears in 1 contract

Samples: Investment Advisory Agreement (Crescent Capital BDC, Inc.)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of April 23, 2009, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2014, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of February 23, 2009, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2014, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written of its approval by a majority of the common shareholders of the Corporation. This Agreement shall remain in effect until April 30, 2010, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Corporation’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or Investment Company Act) of any such other securities market on which party, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Corporation, or by the vote of the Corporation’s “independent directors,” and (ii) Directors or by the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationInvestment Company Act). The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration. Additionally, upon termination Advisor will receive 1% of net assets, as described in Section 3, for the first year after termination and .5% of net assets as described in Section 3 for the second year after termination. Furthermore, if terminated, Advisor shall have received 20% per year of the profits of all private companies purchased in the portfolio during the term of the Advisor for a minimum of two years. If not, Advisor will receive on a pro rata basis that sum going forward to total two years from investment. The Advisor will also receive a Net Profits Fee of 10% as described in Section 3 for 18 months after termination.

Appears in 1 contract

Samples: Investment Advisory Agreement (Spring Creek Capital Corp.)

Effectiveness, Duration and Termination of Agreement. The prior Investment Advisory Agreement between the Fund and the Adviser, dated December 31, 1996 (other than the provisions of Paragraph 8 thereof, which shall remain in full force and effect) shall terminate upon the effectiveness of this Agreement. This Agreement shall become effective as of the first date above written written. This Agreement shall remain in effect until June 30, 2003, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Fund's directors, by including a majority of such directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the Company’s “independent directors” (as such term is defined under the rules of the NASDAQ Stock Market or such other securities market on which the outstanding voting securities of the Company Fund and the vote of the Fund's directors, including a majority of such directors who are then tradednot parties to this Agreement or "interested persons" (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days' written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Fund, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent Fund's directors of or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its "assignment" (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Fund may, so long as this Agreement remains in effect, use "Royce" as part of its name. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name "Royce" in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Micro Cap Trust Inc /Md/)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of December 16, 2010, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2014, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

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Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written on January 1, 2022. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Corporation’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or Investment Company Act) of any such other securities market on which party, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Corporation, or by the vote of the Corporation’s “independent directors,” Directors. The Adviser may terminate this Agreement upon 120 days’ written notice and shall pay expenses incurred as a result of its voluntary termination of the Agreement. The Adviser shall promptly upon termination: (i) deliver to the Corporation’s Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Corporation’s Board of Directors; (ii) deliver to the Corporation’s Board of Directors all assets and documents of the Corporation then in custody of the Adviser; and (iii) cooperate with the Corporation to provide an orderly transition of services. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationInvestment Company Act). The provisions of Section 6 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 of this Agreement through the date of termination or expiration.

Appears in 1 contract

Samples: Investment Advisory Agreement (Prospect Flexible Income Fund, Inc.)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of June 27, 2008, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2016, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written and shall replace and supersede in all respects the Investment Advisory Agreement, dated as of September 23, 2010, by and between the Fund and the Adviser with respect to the Series. This Agreement shall remain in effect until June 30, 2016, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Company, by vote of the Fund’s Trustees, including a majority of the Company’s such Trustees who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or such other securities market on which (b) the vote of a majority of the outstanding voting securities of the Company Series and the vote of the Fund’s Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or “interested persons” (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days’ written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund’s Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name “Royce” in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as upon the later of: (i) November 1, 2006; or (ii) the effective date of the first date above written registration of the Adviser as an investment adviser with the SEC (the “Effective Date”). This Agreement shall remain in effect for two years after such date, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by: (a) the Companyvote of the Board, or by the vote of a “majority of the outstanding voting securities” of the Fund (as such term is defined in Section 2(a)(42) of the Investment Company Act); and (b) the vote of a majority of the CompanyFund’s directors who are not parties to this Agreement and are not independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or such other securities market on which Investment Company Act) of any party to this Agreement, in accordance with the securities requirements of the Investment Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateAct. This Agreement may be terminated at any time, time without the payment of any penalty, upon 60 days’ written notice, by: (a) the mutual agreement of Adviser, at any time, in the event (i) a majority of the Companycurrent members of the Independent Board ceases to serve as directors of the Fund; or (ii) the Fund undergoes a change in “control” (as such term is defined by Section 2(a)(9) of the Investment Company Act) not caused by the Adviser; or (b) the Adviser, at any time, following the initial two year term of this Agreement; or (c) by the vote of the stockholders holding a majority of the Companyoutstanding voting securities” of the Fund (as such term is defined by Section 2(a)(42) of the Investment Company Act); or (d) by the action of the Fund’s “independent directors,” and (ii) the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act). Under no circumstances shall this agreement be assigned or transferred without the consent of the Fund’s Board. Following the termination or non-renewalof this Agreement, the Company Fund shall pay not have any obligation or liability to the Adviser a termination fee equal or to three times the sum principals, officers and/or employees of the average annual Base Management Fee and Incentive Fee earned by Adviser other than the obligation to pay the Adviser during any outstanding amounts owed under Section 3 calculated until and through the 24-month period prior date of termination of the Agreement. Notwithstanding anything to the effective date of such termination. The contrary, the provisions of Section 6 10 (Limitation of this Agreement Liability of the Adviser; Indemnification) shall remain continue in full force and effect, effect and apply to the Adviser and its representatives shall remain entitled as and to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expirationextent applicable.

Appears in 1 contract

Samples: Investment Advisory and Management Agreement (MVC Capital, Inc.)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as immediately upon approval by a majority of the first date above written outstanding voting securities of the Series, and the Investment Advisory Agreement made September 24, 1992 by and between the Fund and the Adviser shall not apply as to the Series. This Agreement shall remain in effect until April 30, 2000, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Fund's Trustees, by including a majority of such Trustees who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (b) the vote of a majority of the Company’s “independent directors” (as such term is defined under the rules of the NASDAQ Stock Market or such other securities market on which the outstanding voting securities of the Company Series and the vote of the Fund's Trustees, including a majority of such Trustees who are then tradednot parties to this Agreement or "interested persons" (as so defined) provides written notice of non-renewal at least 60 days prior to the scheduled expiration dateany such party. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company, on 60 days' written notice by the vote of a majority of the Company’s “independent directors,” and (ii) outstanding voting securities of the Adviser. All fees and calculations contemplated hereunder for the quarter ending March 31Series, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated or by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds a majority of the independent directors of Fund's Trustees or by the CompanyAdviser, for any reason. In and will automatically terminate in the event of its "assignment" (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by Investment Company Act of 1940); provided, however, that the Adviser during the 24-month period prior to the effective date of such termination. The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any such termination. The Adviser or Xxxxxxx X. Xxxxx may, upon termination or expiration of this Agreement, require the Fund to refrain from using the name "Royce" in any form or combination in its name or in its business, and the Fund shall, as soon as practicable following its receipt of any such request from the Adviser or Xxxxxxx X. Xxxxx, so refrain from using such name. Further, notwithstanding the termination or expiration of Any notice under this Agreement as aforesaid, the Adviser shall be entitled given in writing, addressed and delivered or mailed, postage prepaid, to any amounts owed under Section 3 through the date of termination or expirationother party at its principal office.

Appears in 1 contract

Samples: Investment Advisory Agreement (Royce Fund)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written (the “Effective Date”). This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Corporation’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or 0000 Xxx) of any such other securities market on which party, in accordance with the securities requirements of the Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration date1940 Act. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Corporation, or by the vote of the Corporation’s “independent directors,” Board of Directors, by the Adviser or by the Sub-Adviser. In addition, pursuant to a separate agreement between the Adviser and the Sub-Adviser, (i) the Adviser and the Sub-Adviser have agreed not to exercise their rights of termination under this Agreement, (ii) the Adviser. All fees Sub-Adviser has agreed to resign as sub-adviser in the event the Adviser is terminated, or the investment management agreement with the Adviser is not renewed, other than for cause and calculations contemplated hereunder for (iii) the quarter ending March 31Adviser has agreed to resign as adviser in the event the Sub-Adviser is terminated, 2020, shall be calculated as if or this Agreement was effective as of January 1is not renewed, 2020other than for cause. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be terminated by the Company at any time upon providing the Adviser 120 days’ prior written notice, after the vote of at least two-thirds of the independent directors of the Company, for any reason. In also will terminate automatically in the event of such termination its “assignment,” as defined in the 1940 Act and the rules under the 1940 Act, except that to the extent consistent with the Advisers Act and the 1940 Act, without the notice to or non-renewalconsent of the Corporation, the Company shall pay to the Adviser a termination fee equal to three times the sum may be reconstituted or reorganized into any other form of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such terminationbusiness entity. The provisions of Section 6 Paragraph 9 of this Agreement shall remain in full force and effect, and the Sub-Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Sub-Adviser shall be entitled to any amounts owed under Section 3 Paragraph 4 through the date of termination or expirationexpiration and Paragraph 9 shall continue in force and effect and apply to the Adviser and its representatives and Indemnified Parties as and to the extent applicable.

Appears in 1 contract

Samples: Sub Advisory Investment Management Agreement (Trian Capital Corp)

Effectiveness, Duration and Termination of Agreement. This Agreement shall become effective as of the first date above written written. This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods unless periods, provided that such continuance is specifically approved at least annually by (a) the Companyvote of the Corporation’s Board of Directors, or by the vote of a majority of the Companyoutstanding voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties to this Agreement or independent directorsinterested persons” (as such term is defined under the rules in Section 2(a)(19) of the NASDAQ Stock Market or 0000 Xxx) of any such other securities market on which party, in accordance with the securities requirements of the Company are then traded) provides written notice of non-renewal at least 60 days prior to the scheduled expiration date1940 Act. This Agreement may be terminated at any time, without the payment of any penalty, upon the mutual agreement of (i) the Company60 days’ written notice, by the vote of a majority of the Companyoutstanding voting securities of the Corporation, or by the vote of the Corporation’s Directors or by the Adviser. Pursuant to a separate agreement between the Trimaran Credit Managers BDC LP, sub-adviser to the Corporation (the independent directors,” Sub-Adviser”), and the Adviser, (i) the Sub-Adviser has agreed to resign as sub-adviser in the event the Adviser is terminated, or this Agreement is not renewed, other than for cause and (ii) the Adviser. All fees and calculations contemplated hereunder for Adviser has agreed to resign as investment adviser in the quarter ending March 31, 2020, shall be calculated as if this Agreement was effective as of January 1, 2020. Fourth Amended and Restated Investment Advisory Agreement 4 | Page This Agreement may be event the sub-advisory agreement with the Sub-Adviser is terminated by the Company at any time upon providing the Adviser 120 days’ prior written noticeCorporation’s Board of Directors, after the vote of at least two-thirds of the independent directors of the Companyor such agreement is not renewed, other than for any reasoncause. In This Agreement will automatically terminate in the event of its “assignment” (as such termination or non-renewal, the Company shall pay to the Adviser a termination fee equal to three times the sum term is defined for purposes of Section 15(a)(4) of the average annual Base Management Fee and Incentive Fee earned by the Adviser during the 24-month period prior to the effective date of such termination1940 Act). The provisions of Section 6 Paragraph 8 of this Agreement shall remain in full force and effect, and the Adviser and its representatives shall remain entitled to the benefits thereof, notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser and the other Indemnified Parties shall be entitled to any amounts owed under Section Paragraph 3 through the date of termination or expirationexpiration and Paragraph 8 shall continue in force and effect and apply to the Adviser and its representatives and the Indemnified Parties as and to the extent applicable.

Appears in 1 contract

Samples: Investment Management Agreement (Trian Capital Corp)

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