Common use of Term; Termination; Renewal Clause in Contracts

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Trust who are not “interested persons” of the Fund Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty sixty-one days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty sixty-one days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Trust who are not “interested persons” of the Fund Trust, or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of (i) the Fund’s Board; (ii) the Board of Trustees of the Fund Trust; or by vote of (iii) a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund FS Series or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund FS Series who are not “interested persons” of the Fund Fund, FS Series or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty sixty-one days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund FS Series or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty sixty-one days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 10 shall be without the payment of any penalty. For purposes of this Section 910, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment ManagerAdviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager Adviser either by vote of a majority of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager Adviser on sixty days’ prior written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This With respect to each Fund individually, this Agreement shall become effective as of the date of its executionexecution by both the Investment Manager and the Trust on behalf of such Fund, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Trust who are not “interested persons” of the Fund Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty (60) days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the such Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty (60) days’ written notice to the such Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This With respect to each Fund individually, this Agreement shall become effective as of the date of its executionexecution by both the Investment Manager and the applicable Trust on behalf of such Fund, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund such Trust or by vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund such Trust who are not “interested persons” of the Fund Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund such Trust or by vote of a majority of the outstanding voting securities of the such Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the such Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil [ ], 2016, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees Directors of the Fund who are not “interested persons” persons of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees Directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 11 shall be without the payment of any penalty. For purposes of this Section 911, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date 12th day of its executionSeptember, 2018 (the “Effective Date”), and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionEffective Date, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment ManagerAdviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty sixty-one days’ written notice to the Investment Manager Adviser either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager Adviser on sixty sixty-one days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund BAIF who are not “interested persons” of the Fund Fund, BAIF or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Master Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Master Fund who are not “interested persons” of the Fund, the Master Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Master Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 11 shall be without the payment of any penalty. For purposes of this Section 911, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless Unless otherwise terminated, this Agreement shall continue in effect with respect to a Fund for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund Trust or the Investment ManagerAdviser, cast in person at a meeting called for accordance with the purpose requirements of voting on such approval;the 1940 Act. (b) this This Agreement may be terminated with respect to a Fund at any time be terminated on sixty days’ by written notice to the Investment Manager Adviser either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund;. (c) this This Agreement may be terminated by the Investment Adviser with respect to a Fund on ninety days’ written notice to the Trust (which notice may be waived by the Trust). (d) This Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company 1940 Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company 1940 Act.

Term; Termination; Renewal. This With respect to each Fund individually, this Agreement shall become effective as of the date of its executionexecution by both the Investment Manager and the applicable Trust on behalf of such Fund, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil December 31, 2023, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund such Trust or by vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund such Trust who are not “interested persons” of the Fund Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty (60) days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund such Trust or by vote of a majority of the outstanding voting securities of the such Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty (60) days’ written notice to the such Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund BAIF who are not “interested persons” of the Fund Fund, BAIF or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 10 shall be without the payment of any penalty. For purposes of this Section 910, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund Fund, or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may be terminated at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Funda Portfolio, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Trust who are not “interested persons” of the Fund a Portfolio or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the Funda Portfolio; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Funda Portfolio. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This With respect to each Fund individually, this Agreement shall become effective as of the date of its executionexecution by both the Investment Manager and the Trust on behalf of such Fund, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of such execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the applicable Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Trust who are not “interested persons” of the Fund Trust or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty (60) days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund Trust or by vote of a majority of the outstanding voting securities of the such Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty (60) days’ written notice to the such Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil March 31, 2014, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 11 shall be without the payment of any penalty. For purposes of this Section 911, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund BAIF who are not “interested persons” of the Fund Fund, BAIF or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. .Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund BAIF who are not “interested persons” of the Fund Fund, BAIF or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may be terminated at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund BAIF or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. (i) This Agreement shall become effective as of remain in effect until the date of its executionwhich is two years from the day and date first written above, and (a) unless otherwise terminated, this Agreement and shall continue in effect for two years from the date of execution, and from year to year thereafter thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of: (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund Fund’s Directors who are not “parties to this Agreement or interested persons” persons (as defined in the 0000 Xxx) of any party to this Agreement, or of any entity regularly furnishing investment advisory services with respect to the Fund or the Investment Managerpursuant to an agreement with any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval;; and (ii) a majority of the Fund’s Board of Directors or the holders of a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Fund. (bii) this This Agreement may nevertheless be terminated at any time be terminated time, on sixty 60 days’ written notice to notice, by the Investment Manager either Fund’s Board, by vote of the Board of Trustees of the Fund or by vote holders of a majority of the outstanding voting securities of the Fund;, or by the Investment Adviser. (ciii) The Limited Partnership Agreement requires Declaration, other Declaration Parties and Declaration Clients to waive their respective voting rights regarding termination or continuance of this Agreement. (b) This Agreement shall automatically terminate be terminated in the event of its “assignment; and” for purposes of the Advisers Act or the 1940 Act, as provided in Section 13 (unless consent to such assignment has been obtained in accordance with Section 13(a)). (dc) The expiration or termination of this Agreement may be terminated shall in no respect extinguish the obligations of the Fund for the payment of fees and expenses in respect of services rendered by the Investment Manager on sixty days’ written notice Adviser prior to the Fund. Termination effective date of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions expiration or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Acttermination.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment ManagerAdviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager Adviser either by vote of a majority of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager Adviser on sixty days’ prior written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionuntil [ ], and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” persons of the Fund or the Investment Manager, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days’ written notice to the Investment Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager on sixty days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 10 shall be without the payment of any penalty. For purposes of this Section 910, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.

Term; Termination; Renewal. This Agreement shall become effective as of the date of its executionthe initial closing in the Fund’s continuous public offering (the “Effective Date”), and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of executionEffective Date, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the Fund who are not “interested persons” of the Fund or the Investment ManagerAdviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty sixty-one days’ written notice to the Investment Manager Adviser either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; (c) this Agreement shall automatically terminate in the event of its assignment; and (d) this Agreement may be terminated by the Investment Manager Adviser on sixty sixty-one days’ written notice to the Fund. Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty. For purposes of this Section 9, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” shall have their respective meanings defined in the Investment Company Act, subject, however, to such exemptions or no-action positions as may be granted by the Securities and Exchange Commission or its staff under the Investment Company Act.