Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 2 contracts
Samples: Distribution Agreement (Profunds), Distribution Agreement (Profunds)
Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit heretoAgreement, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, Sections 2 and 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o of the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 2 contracts
Samples: Distribution Agreement (Profunds), Distribution Agreement (Profunds)
Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 2 contracts
Samples: Distribution Agreement (Profunds), Distribution Agreement (Profunds)
Term, Duration and Termination. This Agreement shall become ------------------------------ effective with respect to each Fund listed on Schedule A hereof as of the date first written above and(or, if a particular Fund is not in existence on that date, on the date an amendment to Schedule A to this Agreement relating to the Fund is executed) and unless sooner terminated as provided herein, shall continue with respect to a particular Fund until March 31, 1994. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance terms unless written notice not to renew is specifically approved given by the non-renewing party to the other party at least annually by (a) 60 days prior to the vote of a majority of those members expiration of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such partythen-current term; provided, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penaltyhowever, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, that after termination for so long as DistributorWinsbury, with -------- the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees Compensation due Winsbury and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such any termination shall be immediately due and payable upon and notwithstanding such termination. Distributor Winsbury shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by compensation described under Section 2, 3 and 4 hereof, the amount of all of Distributor’s Winsbury's cash disbursements for services in connection with Distributor’s Winsbury's activities in effecting such termination, including without limitation, limitation the cost of the delivery to the Trust and/or its distributor or investment adviser and/or other parties, designees of the Trust’s 's property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent Subsequent to such termination which copies had not been requested by or on behalf o and after providing the Trust in connection with the termination process described aboveits property, Distributorrecords, for a reasonable feeinstruments and documents or one copy thereof, Winsbury will provide the Trust with reasonable access to such copiesor, for a reasonable duplicating fee, will provide the Trust with copies of, any Trust documents or records remaining in its Possession. Written notice not to renew may be given for any reason, with or without "cause" (as defined below). This Agreement is terminable with respect to a particular Fund through a failure to renew the Agreement at the end of a one-year term; upon mutual agreement of the parties hereto; or for "cause" (as defined below) by the party alleging "cause," in any case on not less than 60 days' prior written notice to the party against which termination is sought.
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Term, Duration and Termination. This Agreement shall become ------------------------------- effective with respect to each Fund listed on Schedule A hereof as of the date first written above and(or, if a particular Fund is not in existence on that date, on the date an amendment to Schedule A to this Agreement relating to that Fund is executed) and unless sooner terminated as provided herein, shall continue until March 31, 1994. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance unless written notice not to renew is specifically approved given by the non-renewing party to the other party at least annually by (a) 90 days prior to the vote of a majority of those members expiration of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fundthen-current term. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also shall terminate automatically in upon the event expiration of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement). (As used in this Agreementsaid 90 days; provided, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After however, that after such termination, for so long as Distributor-------- ------- Winsbury, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor Winsbury but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor Winsbury shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, Sections 2 and 3 and 4 hereof, the amount of all of Distributor’s Winsbury's cash disbursements and a reasonable fee (which fee shall be not less than one hundred and two percent (102%) of the sum of the actual costs incurred by Winsbury in performing such service) for services in connection with Distributor’s Winsbury's activities in effecting such termination, including without limitation, limitation the costs of the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s 's property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent Subsequent to such termination which copies had not been requested by or on behalf o and after providing the Trust in connection with its property, records, instruments and documents or one copy thereof, Winsbury will provide the termination process described above, DistributorTrust reasonable access to or, for a reasonable duplicating fee, will provide the Trust with reasonable access copies of, any Trust documents or records remaining in its possession. Written notice not to such copiesrenew may be given for any reason, with or without "cause" (as defined below). This Agreement is terminable with respect to a particular Fund through a failure to renew, upon mutual agreement of the parties hereto, or for "cause" (as defined below) by the party alleging "cause," in any case on not less than 90 days' prior written notice to the party against which termination is sought.
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Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement). (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o of the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
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Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable Exhibit (e)(1) without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit heretoAgreement, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, Sections 2 and 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o of the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 1 contract
Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms tents in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-of pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o of the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 1 contract
Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms tents in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-of pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
Appears in 1 contract
Samples: Distribution Agreement (Profunds)
Term, Duration and Termination. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein, shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on ninety (90) days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (excluding for this purpose any assignment of rights to payment described in the recitals of this Agreement)assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.) After such termination, for so long as Distributor, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-of- pocket expenses incurred by Distributor but unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Distributor shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Section 2, 3 and 4 hereof, the amount of all of Distributor’s cash disbursements in connection with Distributor’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment adviser and/or other parties, of the Trust’s property, records, instruments and documents, or any copies thereof. To the extent that Distributor may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf o of the Trust in connection with the termination process described above, Distributor, for a reasonable fee, will provide the Trust with reasonable access to such copies.
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