Common use of Duration, Termination and Amendments of this Agreement Clause in Contracts

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1, 2018, on which date it will terminate unless its continuance with respect to a Fund after that date is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of the Manager at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, or by the Manager, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment”. This Agreement may be amended with respect to a Fund only if such amendment is approved by the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 4 contracts

Samples: Management Agreement (Domini Investment Trust), Management Agreement (Domini Investment Trust), Management Agreement (Domini Investment Trust)

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Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and and, unless terminated earlier as provided below, shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is specifically approved at least annually” annually (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not “interested persons” of the Trust with respect to this Agreement or of the Manager Subadvisor or Diversified at a an in person meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust Portfolio or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees Trustees, or by the vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by Diversified. The Subadvisor may terminate the Manager, in each case on not more than 60 Agreement only upon giving 90 days’ nor less than 30 days’ advance written notice to the other partyDiversified. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be amended with respect to a Fund only if such amendment is approved by the vote of a majority of the Board of Trustees of the Portfolio who are not parties to this Agreement or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval and, if required under applicable law, the vote of a majority of the outstanding voting securities of the Portfolio. The terms “specifically approved at least annually”, “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” ”, “assignment,” ”, “affiliated person,” ”, and “interested persons,” ”, when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission SEC under said Act.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios), Investment Subadvisory Agreement (Diversified Investors Portfolios), Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1, 2018for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of the Manager at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, or by the Manager, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment”. This Agreement may be amended with respect to a Fund only if such amendment is approved by the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 4 contracts

Samples: Management Agreement (Domini Investment Trust), Management Agreement (Domini Investment Trust), Management Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Funds who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the FundFunds. However, if the investors of the Funds fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Funds or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Funds. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 3 contracts

Samples: Submanagement Agreement (Domini Investment Trust), Submanagement Agreement (Domini Investment Trust), Submanagement Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Master Fund who are not "interested persons" of the Master Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Master Trust or by "vote of a majority of the outstanding voting securities" of the Master Fund. However, if the investors of the Master Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Master Trust, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Master Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Master Trust, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Master Trust. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Master Trust and the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as Master Fund. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms "specifically approved at least annually,” “" "vote of a majority of the outstanding voting securities,” “" "assignment,” “" "affiliated person,” " and "interested persons," when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 3 contracts

Samples: Submanagement Agreement (Domini Social Trust), Submanagement Agreement (Domini Social Trust), Submanagement Agreement (Domini Social Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1November 8, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date November 8, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Trust and the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 3 contracts

Samples: Sub Management Agreement (Variable Annuity Portfolios), Sub Management Agreement (Variable Annuity Portfolios), Sub Management Agreement (Variable Annuity Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1February __, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date February __, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the ManagerAdviser, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Adviser. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 3 contracts

Samples: Sub Management Agreement (Landmark Funds I), Sub Management Agreement (Asset Allocation Portfolios), Management Agreement (Landmark Funds I)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1November 30, 20182020, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Fund who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. However, if the investors of the Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Fund. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act. No provision of this Agreement is intended to conflict with any applicable law. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors.

Appears in 2 contracts

Samples: Submanagement Agreement (Domini Investment Trust), Submanagement Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretoOctober 22, 1997, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1October 22, 20181999, on which date it will terminate unless its continuance with respect to a Fund after that date October 22, 1999 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons" of the Trust Portfolio or of DSI or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval and (b) by the Board of Trustees of the Portfolio or by "vote of a majority of the outstanding voting securities" of the Portfolio. The parties acknowledge that the continuance of this Agreement through and including April 30, 2000 was approved by the vote of a majority of the Trustees of the Portfolio who are not "interested persons" of the Portfolio or of DSI or the Submanager at a meeting specifically called for the purpose of voting on such approval, and . This Agreement may be terminated at any time without the payment of any penalty by (bi) by the Board of Trustees of the Trust or by “Portfolio, (ii) the "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time Portfolio or (iii) DSI with respect to a Fund without the payment prior consent of any penalty by the Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, or by the ManagerPortfolio, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Portfolio. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Portfolio and the "vote of a majority of the outstanding voting securities" of the Fund Portfolio (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 2 contracts

Samples: Submanagement Agreement (Domini Social Index Portfolio), Submanagement Agreement (Domini Social Index Portfolio)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1November 14, 20182016, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Funds who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the FundFunds. However, if the investors of the Funds fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Funds or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Funds. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 2 contracts

Samples: Submanagement Agreement (Domini Social Investment Trust), Submanagement Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of on the day date first above written and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1June 11, 2018, 2001 on which date it will terminate unless its continuance with respect to a Fund after that date June 11, 2001 is "specifically approved at least annually" (ai) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser at a meeting specifically called for the purpose of voting on such approval, and (bii) by the Board of Trustees of the Trust Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “"vote of a majority of the outstanding voting securities" of the Fund, or by the ManagerAdviser, in each case on not more than 60 sixty days' nor less than 30 thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement may be amended with respect to a Fund only if such amendment agreement is approved by the “"vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act)Fund. The terms "specifically approved at least annually,” “" "vote of a majority of the outstanding voting securities,” “" "assignment,” “" "affiliated person," and "interested personsperson," when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 ActInvestment Company Act of 1940, as amended, and the Rules and Regulations promulgated thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 2 contracts

Samples: Investment Advisory Agreement (MFS Municipal Series Trust), Investment Advisory Agreement (MFS Municipal Series Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund Portfolio as of the day and year set forth opposite such Fund’s Portfolio's name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date the Portfolio is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager DSI at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the FundPortfolio. This Agreement may be terminated at any time with respect to a Fund Portfolio without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the FundPortfolio, or by the ManagerDSI, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement may be amended with respect to a Fund Portfolio only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms "specifically approved at least annually,” “" "vote of a majority of the outstanding voting securities,” “" "assignment,” “" "affiliated person,” " and "interested persons," when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 the1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the Act.

Appears in 2 contracts

Samples: Management Agreement (Domini Social Trust), Management Agreement (Domini Social Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for two years from the effective date for each applicable Fund, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Fund who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. However, if the investors of the Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Fund. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act. No provision of this Agreement is intended to conflict with any applicable law. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors.

Appears in 2 contracts

Samples: Submanagement Agreement (Domini Investment Trust), Submanagement Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1February __, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date February __, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the ManagerAdviser, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Adviser. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 2 contracts

Samples: Sub Management Agreement (Landmark Funds I), Sub Management Agreement (Asset Allocation Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May March 1, 20182001, on which date it will terminate unless its continuance with respect to a Fund after that date March 1, 2001 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Trust and the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 2 contracts

Samples: Sub Management Agreement (Variable Annuity Portfolios /), Sub Management Agreement (Variable Annuity Portfolios /)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1January 14, 20182002, on which date it will terminate unless its continuance with respect to a Fund after that date January 14, 2002 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of DSI or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Fund or by (iii) DSI with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 2 contracts

Samples: Submanagement Agreement (Domini Social Equity Fund), Submanagement Agreement (Domini Social Equity Fund)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1April 30, 20182013, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Funds who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the FundFunds. However, if the investors of the Funds fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Funds or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Funds. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1February 9, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date February 9, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the ManagerAdviser, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Adviser. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 1 contract

Samples: Sub Management Agreement (Asset Allocation Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1February 9, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date February 9, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the ManagerAdviser, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Adviser. This Agreement shall automatically terminate in the event of its "assignment. " Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 1 contract

Samples: Sub Management Agreement (Asset Allocation Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and and, unless terminated earlier as provided below, shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is specifically approved at least annually” annually (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not “interested persons” of the Trust to this Agreement or of the Manager Subadvisor or Advisor at a an in person meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust Portfolio or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. However, if the shareholders of the Portfolio fail to approve the Agreement as provided herein, the Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and Rules thereunder. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees Trustees, or by the vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by Advisor. The Subadvisor may terminate the Manager, in each case on not more than 60 Agreement only upon giving 90 days’ nor less than 30 days’ advance written notice to the other partyAdvisor. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be amended with respect to a Fund only if such amendment is approved by the vote of a majority of the outstanding voting securities of the Portfolio and by vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The terms “specifically approved at least annually”, “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” ”, “assignment,” ”, “affiliated person,” ”, and “interested persons,” ”, when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1April 30, 20182016, on which date it will terminate unless its continuance with respect to a Fund after that date April 30, 2016 is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of DSIL or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Fund or by (iii) DSIL with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. Subject to Section 4(d) of this Agreement, this Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretoMay 1, 2001, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1June 26, 20182002, on which date it will terminate unless its continuance with respect to a Fund after that date June 26, 2002 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons" of the Trust Portfolio or of DSI or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust Portfolio or by "vote of a majority of the outstanding voting securities" of the FundPortfolio. Notwithstanding the immediately preceding sentence of this Section 8, this Agreement shall terminate on May 31, 2001 unless on or before such date this Agreement is approved by the holders of beneficial interests in the Portfolio in accordance with the 1940 Act. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Portfolio, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Portfolio or by (iii) DSI with the Managerprior consent of the Trustees of the Portfolio, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Portfolio. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Portfolio and the "vote of a majority of the outstanding voting securities" of the Fund Portfolio (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Index Portfolio)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018, on which date it will terminate unless its continuance with respect to a Fund after that date May 1, 2018 is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of the Manager Domini at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, or by the ManagerDomini, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement may be amended with respect to a Fund only if such amendment is approved by the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the Act. Each party acknowledges and agrees that all obligations of the Trust under this Agreement are binding only with respect to the Fund; that any liability of the Trust under this Agreement, or in connection with the transactions contemplated herein, shall be discharged only out of the assets of the Fund; and that no other series of the Trust shall be liable with respect to this Agreement or in connection with the transactions contemplated herein. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Declaration and the obligations of this Agreement are not binding upon any of the Trustees or officers of the Trust or holders of shares of beneficial interest of the Fund individually.

Appears in 1 contract

Samples: Management Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of on the day date first above written and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May August 1, 2018, 1987 on which date it will terminate unless its continuance with respect to a Fund after that date August 1, 1987 is "specifically approved at least annually" (ai) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser at a meeting specifically called for the purpose of voting on such approval, and (bii) by the Board of Trustees of the Trust Trust, or by "vote of a majority of the outstanding voting securities" of the FundTrust. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “"vote of a majority of the outstanding voting securities" of the FundTrust, or by the ManagerAdviser, in each case on not more than 60 sixty days' nor less than 30 thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement may be amended with respect to a Fund only if such amendment is approved by the “"vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act)Trust. The terms "specifically approved at least annually,” “" "vote of a majority of the outstanding voting securities,” “" "assignment,” “" "affiliated person," and "interested personsperson," when used in this Agreement, shall have the respective meanings specified inspecified, and shall be construed in a manner consistent with, in the Investment Company Act of 1940 Actand the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (MFS Series Trust X)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1June 30, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date June 30, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the ManagerAdviser, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Adviser. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 1 contract

Samples: Sub Management Agreement (Landmark Funds I)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1__________ __, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date __________ __, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 1 contract

Samples: Management Agreement (Variable Annuity Portfolios)

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Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as simultaneously with the closing of the day acquisition of Hotchkis & Wiley by Merrill Lynch & Co., Inc., and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, thx xxxxxex xxxeto thereafter and shall remain in force until May 1November 8, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date November 8, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fundeach Portfolio. This Agreement may be terminated as to any Portfolio at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the Fundthat Portfolio, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Portfolio at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Portfolio shall not terminate this Agreement as it applies to the remaining Portfolios. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a Fund any Portfolio only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the Fund that Portfolio (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Portfolio shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Portfolio.

Appears in 1 contract

Samples: Sub Management Agreement (Asset Allocation Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as on the date of the day its execution and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1December 31, 20182001, on which date it will terminate unless its continuance with respect to a Fund after that such date is specifically approved at least annually” annually (ai) by the vote of a majority of the Trustees Directors of the Trust Fund who are not interested persons” persons of the Trust Fund or of the Manager Adviser at a meeting specifically called for the purpose of voting on such approval, and (bii) by the Board of Trustees Directors of the Trust Fund, or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees Directors of the Fund or by the “vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by the ManagerAdviser, in each case on not more than 60 days’ nor less than 30 days’ sixty (60) days written notice to the other party. This Agreement shall automatically terminate in the event of its assignment. This No amendment to this Agreement may be amended shall become effective with respect to a Fund only if such amendment is Portfolio unless approved by (i) the Adviser, (ii) vote of a majority of the outstanding voting securities” securities of that Portfolio and (iii) vote of the Fund (except for Directors, including a majority of the Directors who are not parties to this Agreement of "interested persons" of any such amendment as may be effected party, cast in person at a meeting called for the absence purpose of voting on such approval; provided, however, that approval without violating the 1940 Act). The terms “specifically approved at least annually,” “by vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in securities of a Portfolio shall not be required with respect to any amendment that reduces the investment advisory fees payable by a Portfolio under this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (Lb Series Fund Inc/)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1____________, 20182001, on which date it will terminate unless its continuance with respect to a Fund after that date ____________, 2001 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Trust and the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 1 contract

Samples: Variable Annuity Portfolios /

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1April 30, 20182009 and April 30, 2010 with respect to the Domini Social Equity Fund and Domini International Social Equity Fund, respectively, on which date it will terminate unless its continuance with respect to a Fund after that date is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of the Manager at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “vote of a majority of the outstanding voting securities” of the Fund, or by the Manager, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall automatically terminate in the event of its “assignment”. This Agreement may be amended with respect to a Fund only if such amendment is approved by the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Management Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1April 30, 20182009 and April 30, 2010 with respect to the Domini Social Equity Fund and Domini International Social Equity Fund, respectively, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Funds who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the FundFunds. However, if the investors of the Funds fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Funds or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Funds. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretoJanuary 1, 2001, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1June 26, 20182002, on which date it will terminate unless its continuance with respect to a Fund after that date June 26, 2002 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons" of the Trust Portfolio or of DSI or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust Portfolio or by "vote of a majority of the outstanding voting securities" of the FundPortfolio. Notwithstanding the immediately preceding sentence of this Section 8, this Agreement shall terminate on May 31, 2001 unless on or before such date this Agreement is approved by the holders of beneficial interests in the Portfolio in accordance with the 1940 Act. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Portfolio, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Portfolio or by (iii) DSI with the Managerprior consent of the Trustees of the Portfolio, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Portfolio. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Portfolio and the "vote of a majority of the outstanding voting securities" of the Fund Portfolio (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Index Portfolio)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and unless terminated earlier as provided below, shall remain in force until May 1, 2018two years from the effective date, on which date it will terminate unless its continuance with respect to a Fund after that date is specifically approved at least annually” annually (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons" of the Trust Corporation or of the Manager Subadvisor or Diversified at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust Portfolio or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. However, if the shareholders of the Portfolio fail to approve the Agreement as provided herein, the Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and Rules thereunder. This Agreement may be terminated at any time with respect upon Diversified's giving of 60 days notice to a Fund the Subadvisor without the payment of any penalty by the Trustees or by the vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by Diversified. It is expressly agreed between Diversified and the ManagerSubadvisor that although this Agreement will not formally terminate until the 60 day notice period has expired that Diversified may, in each case at its option, immediately take over the management of the Portfolio on not more than 60 the day such notice is given. The Subadvisor may terminate the Agreement only upon giving 90 days’ nor less than 30 days’ ' advance written notice to the other partyDiversified. This Agreement shall automatically terminate in the event of its assignment. This Agreement may be amended with respect to a Fund only if such amendment is approved by the vote of a majority of the outstanding voting securities” securities of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “Portfolio and by vote of a majority of the outstanding Board of Trustees of the Portfolio 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 securities,” “assignment,” “affiliated person,” and “interested persons,” when used in on such approval. In no event may Diversified make a unilateral amendment to this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Variable Funds)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until May 1December 31, 2018, 1988 on which date it will terminate unless its continuance with respect to a Fund after that date December 1, 1988 is "specifically approved at least annually" (ai) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager Adviser at a meeting specifically called for the purpose of voting on such approval, and (bii) by the Board of Trustees of the Trust Trust, or by "vote of a majority of the outstanding voting securities" of the FundTrust. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the “"vote of a majority of the outstanding voting securities" of the FundTrust, or by the ManagerAdviser, in each case on not more than 60 sixty days' nor less than 30 thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended with respect to a Fund only if such amendment is approved by the “"vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act)Trust. The terms "specifically approved at least annually,” “", "vote of a majority of the outstanding voting securities,” “", "assignment,” “" "affiliated person," and "interested persons,” person", when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the Investment Company Act of 1940 Actand the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Investment Advisory Agreement (MFS Government Markets Income Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1February 28, 20182022, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Fund who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the Fund. However, if the investors of the Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Fund. Information Classification: Company Internal The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act. No provision of this Agreement is intended to conflict with any applicable law. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1____________, 2018____, on which date it will terminate unless its continuance with respect to a Fund after that date ____________, ____ is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Trust and the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 1 contract

Samples: Sub Management Agreement (Variable Annuity Portfolios /)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and and, unless terminated earlier as provided below, shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is specifically approved at least annually” annually (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons” of the Trust " to this Agreement or of the Manager Subadvisor or Diversified at a an in person meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust Portfolio or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. However, if the shareholders of the Portfolio fail to approve the Agreement as provided herein, the Subadvisor may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and Rules thereunder. This Agreement may be terminated at any time with respect upon Diversified's giving of 60 days notice to a Fund the Subadvisor without the payment of any penalty by the Trustees or by the vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by Diversified. It is expressly agreed between Diversified and the ManagerSubadvisor that although this Agreement will not formally terminate until the 60 day notice period has expired that Diversified may, in each case at its option, immediately take over the management of the Portfolio on not more than 60 the day such notice is given. The Subadvisor may terminate the Agreement only upon giving 90 days’ nor less than 30 days’ ' advance written notice to the other partyDiversified. This Agreement shall automatically terminate in the event of its assignment. This Except as otherwise provided by applicable law, this Agreement may be amended with respect to a Fund only if such amendment is approved by the vote of a majority of the outstanding voting securities” securities of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “Portfolio and by vote of a majority of the outstanding Board of Trustees of the Fund 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 securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to on such exemptions as may be granted by the Securities and Exchange Commission under said Actapproval.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Strategic Allocation Funds)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Funds who are not “interested persons” of the Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust or by “vote of a majority of the outstanding voting securities” of the FundFunds. However, if the investors of the Funds fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Funds or by (iii) Domini with the Managerprior consent of the Trustees of the Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Funds. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Investment Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached hereto, first above written and shall govern the relations between the parties hereto thereafter, and and, unless terminated earlier as provided below, shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is specifically approved at least annually” annually (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons” of the Trust " with respect to this Agreement or of the Manager Subadvisor or Diversified at a an in person meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust Portfolio or by vote of a majority of the outstanding voting securities” securities of the FundPortfolio. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees Trustees, or by the vote of a majority of the outstanding voting securities” securities of the FundPortfolio, or by Diversified. The Subadvisor may terminate the Manager, in each case on not more than 60 Agreement only upon giving 90 days’ nor less than 30 days’ ' advance written notice to the other partyDiversified. This Agreement shall automatically terminate in the event of its assignment. If any required shareholder approval of this Agreement or any continuance of this Agreement is not obtained, the Subadvisor may, at the request of Diversified, continue to act as investment subadvisor with respect to the Assets pending the required approval of the Agreement or its continuance or of a new contract with the Subadvisor or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadvisor in respect of the Assets during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be amended with respect to a Fund only if such amendment is approved by the vote of a majority of the Board of Trustees of the Portfolio who are not parties to this Agreement or "interested persons" of any such party, cast in person at a meeting called for the purpose of voting on such approval and, if required under applicable law, the vote of a majority of the outstanding voting securities” securities of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said ActPortfolio.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Diversified Investors Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1October 22, 20181999, on which date it will terminate unless its continuance with respect to a Fund after that date October 22, 1999 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Portfolio who are not "interested persons" of the Trust Portfolio or of DSI or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Trust Portfolio or by "vote of a majority of the outstanding voting securities" of the FundPortfolio. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Portfolio, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Portfolio or by (iii) DSI with the Managerprior consent of the Trustees of the Portfolio, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Portfolio. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Portfolio and the "vote of a majority of the outstanding voting securities" of the Fund Portfolio (except for any such amendment as may be effected in the absence of such approval vote without violating the 1940 ActAct or any exemptive order granted thereunder). The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Index Portfolio)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is “specifically approved at least annually” (a) by the vote of a majority of the Trustees of the Trust Master Fund who are not “interested persons” of the Master Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Master Trust or by “vote of a majority of the outstanding voting securities” of the Master Fund. However, if the investors of the Master Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Master Trust, (ii) the “vote of a majority of the outstanding voting securities” of the Fund, Master Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Master Trust, in each case on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days’ written notice to the Manager and the Trustees of the Master Trust. This Agreement shall automatically terminate in the event of its “assignment”. .” This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Master Trust and the “vote of a majority of the outstanding voting securities” of the Fund (except for any such amendment as Master Fund. The Agreement may be effected executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the absence of such approval without violating the 1940 Act)same instrument. The terms “specifically approved at least annually,” “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said the 1940 Act.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Trust)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, and shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1_________ __, 20181998, on which date it will terminate unless its continuance with respect to a Fund after that date _________ __, 1998 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Manager or of the Subadviser at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the each Fund. This Agreement may be terminated as to any Fund at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by Trustees, (ii) the "vote of a majority of the outstanding voting securities" of the that Fund, or by (iii) the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated as to any Fund at any time without the payment of any penalty by the Subadviser on not less than 90 days' written notice to the Manager. This Agreement shall automatically terminate in the event of its "assignment." Termination of this Agreement as to any Fund shall not terminate this Agreement as it applies to the remaining Funds. This Agreement constitutes the entire agreement between the parties and may be amended with respect as to a any Fund only if such amendment is approved by the Subadviser and the "vote of a majority of the outstanding voting securities" of the that Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote Amendment of a majority any term of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this AgreementAgreement with respect to any single Fund shall not, shall have the respective meanings specified inwithout more, and shall be construed in a manner consistent with, the 1940 Act, subject, however, amend such term with respect to such exemptions as may be granted by the Securities and Exchange Commission under said Actany other Fund.

Appears in 1 contract

Samples: Management Agreement (Variable Annuity Portfolios)

Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as to a Fund as of the day date and year set forth opposite such Fund’s name on Appendix A attached heretofirst above written, shall govern the relations between the parties hereto thereafter, thereafter and shall remain in force until May 1, 2018for two years, on which date it will terminate unless its continuance with respect to a Fund after that date thereafter is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust Master Fund who are not "interested persons" of the Master Trust or of Domini or the Manager Submanager at a meeting specifically called for the purpose of voting on such approval, approval and (b) by the Board of Trustees of the Master Trust or by "vote of a majority of the outstanding voting securities" of the Master Fund. However, if the investors of the Master Fund fail to approve the Agreement as provided herein, the Submanager may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by (i) the Trustees or by of the Master Trust, (ii) the "vote of a majority of the outstanding voting securities" of the Fund, Master Fund or by (iii) Domini with the Managerprior consent of the Trustees of the Master Trust, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement may be terminated at any time without the payment of any penalty by the Submanager on not less than 90 days' written notice to the Manager and the Trustees of the Master Trust. This Agreement shall automatically terminate in the event of its "assignment”. ." This Agreement constitutes the entire agreement between the parties and, except as otherwise permitted by applicable law, may be amended with respect to a Fund only if such amendment is approved by the parties hereto, the Trustees of the Master Trust and the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as Master Fund. The Agreement may be effected executed simultaneously in the absence any number of such approval without violating the 1940 Act). The terms “specifically approved at least annually,” “vote counterparts, each of a majority of the outstanding voting securities,” “assignment,” “affiliated person,” and “interested persons,” when used in this Agreement, shall have the respective meanings specified in, and which shall be construed in a manner consistent withdeemed to be an original, but all of which together shall constitute one and the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Actsame instrument.

Appears in 1 contract

Samples: Submanagement Agreement (Domini Social Trust)

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