Common use of Delegation of Services Clause in Contracts

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserSubadviser”) to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for Fund with a view to preventing violations of all services described in Section 2.A. applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of this Agreement Trustees, and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all the provisions of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entitiestime.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserSubadviser”) to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the any Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the a Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the affected Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the affected Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for a Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the each Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals objective(s) and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the a Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the FundFunds, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the each Fund under this Agreement and will supervise each such entity in its performance of its duties for the FundFunds. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers Subadvisers registered under the Investment Advisers Act (each, a “Sub-Adviser”) of 1940 to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets Assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager The Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with # 4156319 v. 1 the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers Subadvisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund Corporation for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the FundCorporation’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if requiredSole Director. The Manager will compensate any Sub-Adviser Subadviser for its services to the FundCorporation. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees Sole Director about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the FundCorporation’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the FundCorporation’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets Assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for Corporation with a view to preventing violations of all services described in Section 2.A. of this Agreement applicable federal, state and not expressly delegated to one or more Sub-Advisersforeign laws and regulations, and any applicable procedures adopted by the Corporation’s Sole Director. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund Corporation for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the FundCorporation, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund Corporation under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Corporation with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager With respect to each Fund, except Franklin Maryland Tax-Free Income Fund, Franklin Michigan Tax-Free Income Fund, Franklin New Jersey Tax-Free Income Fund, Franklin Ohio Tax-Free Income Fund and Franklin Pennsylvania Tax-Free Income Fund, the Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund Trust for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the FundTrust’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the FundTrust’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the FundTrust. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the FundTrust’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the FundTrust’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the FundTrust. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager With respect to Franklin Maryland Tax-Free Income Fund, Franklin Michigan Tax-Free Income Fund, Franklin New Jersey Tax-Free Income Fund, Franklin Ohio Tax-Free Income Fund and Franklin Pennsylvania Tax-Free Income Fund, the Adviser may, at its expense, also delegate to select and contract with one or more entities Sub-Advisers to perform some or all of the services for the Fund Trust for which the Manager it is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible compensate any Sub-Adviser for the compensation, if any, of any such entities for such its services to the FundTrust. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless otherwise agreed to by and until a successor Sub-Adviser is selected and the partiesrequisite approval of the Trust’s shareholders is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager The Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all advisory services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entitiesfurnished by any Sub-Adviser.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the a Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the a Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the a Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Sub- Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Sub- Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. FTVIPT/IMA Small Mid Cap Growth VIP The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the # 1388931 v. 2 Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund Trust for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the FundTrust’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the FundTrust’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the FundTrust. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the FundTrust’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the FundTrust’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the FundTrust. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with 4# 3021394 v. 3 the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the # 1388927 v. 3 Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserSubAdviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-AdvisersSubAdvisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. FTVIPT/IMA Strategic Income VIP 4 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund Trust for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the FundTrust’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the FundTrust’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the FundTrust. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the FundTrust’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the FundTrust’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the FundTrust. The Manager will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. FTVIPT/IMA Flex Cap Growth VIP The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Franklin LifeSmart 2025 Retirement Target Fund (the “2025 Fund”) and the Franklin LifeSmart 2035 Retirement Target Fund (the “2035 Fund”) for which it is responsible under Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the such Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the 2025 Fund and the 2035 Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the 2025 Fund’s and the 2035 Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the 2025 Fund and the 2035 Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager Adviser is responsible under Section 2.C. 2.H. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the a Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the 4 # 3242105 v. 2 services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. (a) The Manager mayServicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement provided that (but subject to paragraphs (b) and (c) below): (i) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer and/or the Security Trustee respectively which, at in accordance with this Agreement, are to be paid into the Deposit Account, the sub-contractor or delegate has executed a declaration in form and substance acceptable to the Issuer and the Security Trustee that any such monies held by it or to its expenseorder are held on trust for the Issuer and/or the Security Trustee respectively and will be paid forthwith into the Deposit Account in accordance with the terms of this Agreement and any other applicable Transaction Document; (ii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Portfolio or any amount referred to in paragraph (i) above); (iii) the relevant sub-contractor or delegate will maintain requisite licences, select approvals, authorisations and contract consents necessary to enable it to fulfil its obligations under or in connection with one any such arrangement; (iv) neither the Issuer nor the Security Trustee shall have any liability for any costs, fees, charges or more investment advisers registered under expense payable to or incurred by such sub-contractor or delegate as arising from the Advisers Act entering into, amendment or the termination of any such arrangements; and (eachv) such sub-contracting or delegation would not cause the Issuer to become subject to tax anywhere other than the United Kingdom or result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The restriction in paragraph (a)(i) above shall not apply to the engagement by the Servicer (acting as a Reasonable, Prudent Residential Mortgage Servicer in deciding to enter into such engagement) of any solicitor, arrears counsellor, valuer, surveyor, estate agent, asset manager, receiver, LPA receiver, bailiff, property management agent or other professional adviser in respect of services normally provided by such persons (excluding, for the avoidance of doubt, any engagement or services, as the case may be, relating to the servicing of the Loans and their Related Security other than on a “Sub-Adviser”loan by loan basis) whom or which a Reasonable, Prudent Residential Mortgage Servicer would be willing to performappoint in respect of loans having similar characteristics to the Loans and generally serviced by it. (c) The Servicer may appoint a storage agent for Title Deeds and Loan Files, provided that: (i) it shall notify the Issuer of such appointment or change in appointment within four Business Days of the appointment or change in appointment being made; (ii) such storage agent is a person with whom a Reasonable, Prudent Residential Mortgage Servicer would be willing to appoint as a storage agent in respect of loans having similar characteristics to the Loans and generally serviced by it; and (iii) such storage agent is a person that will hold the Title Deeds and the Loan Files to the order of the Issuer, and thereby delegates at the Closing Date the Issuer agrees that such storage will be undertaken by Iron Mountain (UK) Limited. (d) Subject to paragraphs (e) and (f) below, notwithstanding any sub-contracting or delegation of any of its powers and obligations under this Agreement: (i) the Servicer shall remain responsible for the performance of its obligations under this Agreement, insofar as the obligations relate to the services so sub-contracted to the relevant party; (ii) the performance or non-performance or the manner of performance of any such Subthird party of any of the Services shall not affect the Servicer's obligations under this Agreement; and (iii) any breach by a delegate or any such third party of any obligation of the Servicer under this Agreement shall be treated as a breach of this Agreement by the Servicer. (e) If the Servicer did act as a Reasonable, Prudent Residential Mortgage Servicer in the appointment of an entity under paragraphs (b) and (c) above and acts as such in the maintenance of the appointment of such entity: (i) the Servicer shall be released and discharged from any liability hereunder; and (ii) any breach by a delegate or any such third party of any obligation under this Agreement shall not be treated as a breach of this Agreement by the Servicer. (f) The restriction in paragraph 3.6(a) above shall not apply to the delegation to or appointment of any other company within the OSB Group, provided that any such delegate would be a person or persons whom the Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement. Notwithstanding any delegation of the performance of its obligations under this paragraph (f) only, the Servicer shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Servicer under this Agreement, and the performance or non-Adviser, some performance or the manner of performance of any delegate of any of the services for shall not affect the Fund for which it is responsible Servicer’s obligations under Section 2.A. of this Agreement or as and any breach in the Manager may otherwise determine to be necessary or appropriate to seek to implement performance of the Fund’s investment goals and strategiesServices by such delegate shall, subject to the approval Servicer being entitled for a period of 20 Business Days from receipt of any notice of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services breach to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at remedy such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished breach by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. delegate, be treated as a breach of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entitiesServicer.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager The Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. XXX Xxxxxxxx All Cap Value Fund (Reorg 11-2015) 4 The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund Trust for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the FundTrust’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the FundTrust’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the FundTrust. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the FundTrust’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the FundTrust’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the FundTrust. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.# 3245544 v. 3

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. FTVIPT/IMA Franklin Xxxxx Xxx Xalue VIP (Amended 11-18) # 1267648 v. 5 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the # 1407508 v. 1 Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services IMA FVIT MidCap Value Fund (Reorg 11-15) # 1201846 v. 5 for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager The Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA Low Duration Total Return Fund 4 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. (a) The Manager mayServicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement provided that (but subject to paragraphs (b) and (c) below): (i) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer and/or the Security Trustee respectively which, at its expensein accordance with this Agreement, select are to be paid into the Deposit Account, the sub-contractor or delegate has executed a declaration in form and contract with one or more investment advisers registered under substance acceptable to the Advisers Act (each, a “Sub-Adviser”) to perform, Issuer and thereby delegates to the Security Trustee that any such Sub-Adviser, some of the services monies held by it or to its order are held on trust for the Fund for which it is responsible under Section 2.A. of this Agreement or as Issuer and/or the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Security Trustee respectively and will make recommendations to be paid forthwith into the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance Deposit Account in accordance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. terms of this Agreement and any other applicable Transaction Document; (ii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Portfolio or any amount referred to in paragraph (i) above); (iii) the relevant sub-contractor or delegate will maintain requisite licences, approvals, authorisations and consents necessary to enable it to fulfil its obligations under or in connection with any such arrangement; (iv) neither the Issuer nor the Security Trustee shall have any liability for any costs, fees, charges or expense payable to or incurred by such sub-contractor or delegate as arising from the entering into, amendment or the termination of any such arrangements; and (v) such sub-contracting or delegation would not expressly delegated cause the Issuer to one become subject to tax anywhere other than the United Kingdom or more Sub-Advisers. result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The Manager mayrestriction in paragraph (a)(i) shall not apply to the engagement by the Servicer (acting as a Reasonable, at its expensePrudent Residential Mortgage Servicer in deciding to enter into such engagement) of any solicitor, also delegate arrears counsellor, valuer, surveyor, estate agent, asset manager, receiver, LPA receiver, bailiff, property management agent or other professional adviser in respect of services normally provided by such persons (excluding, for the avoidance of doubt, any engagement or services, as the case may be, relating to one or more entities some or all the servicing of the services Loans and their Related Security other than on a loan by loan basis) whom or which a Reasonable, Prudent Residential Mortgage Servicer would be willing to appoint in respect of loans having similar characteristics to the Loans and generally serviced by it. (c) The Servicer may appoint a storage agent for Title Deeds and Loan Files, provided that: (i) it shall notify the Fund for which Issuer of such appointment or change in appointment within four Business Days of the Manager appointment or change in appointment being made; (ii) such storage agent is responsible a person with whom a Reasonable, Prudent Residential Mortgage Servicer would be willing to appoint as a storage agent in respect of loans having similar characteristics to the Loans and generally serviced by it; and (iii) such storage agent is a person that will hold the Title Deeds and the Loan Files to the order of the Issuer. and at the Closing Date the Issuer agrees that such storage will be undertaken by Chatham Archive & Document Storage Company Limited. (d) Subject to paragraph (e) and Clause 3.7 below, notwithstanding any sub-contracting or delegation of any of its powers and obligations under Section 2.C. of this Agreement. The Manager will be : (i) the Servicer shall remain responsible for the compensationperformance of its obligations under this Agreement, if any, insofar as the obligations relate to the services so sub-contracted to the relevant party; (ii) the performance or non-performance or the manner of performance of any such entities for third party of any of the Services shall not affect the Servicer's obligations under this Agreement; and (iii) any breach by a delegate or any such services to third party of any obligation of the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund Servicer under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. shall be treated as a breach of this Agreement by the Servicer. (e) If the Servicer did act as a Reasonable, Prudent Residential Mortgage Servicer in the appointment of an entity under paragraphs (b) and (c) and acts as such in the maintenance of the appointment of such entity: (i) the Servicer shall be released and discharged from any liability hereunder; and (ii) any breach by a delegate or any such third party of any obligation under this Agreement shall not expressly delegated to one or more such entitiesbe treated as a breach of this Agreement by the Servicer.

Delegation of Services. ‌ (a) The Manager mayServicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement provided that (but subject to paragraphs (b) and (c) below):‌ (i) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer and/or the Security Trustee respectively which, at in accordance with this Agreement, are to be paid into the Deposit Account, the sub-contractor or delegate has executed a declaration in form and substance acceptable to the Issuer and the Security Trustee that any such monies held by it or to its expenseorder are held on trust for the Issuer and/or the Security Trustee respectively and will be paid forthwith into the Deposit Account in accordance with the terms of this Agreement and any other applicable Transaction Document;‌ (ii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Portfolio or any amount referred to in paragraph (i) above); (iii) the relevant sub-contractor or delegate will maintain requisite licences, select approvals, authorisations and contract consents necessary to enable it to fulfil its obligations under or in connection with one any such arrangement; (iv) neither the Issuer nor the Security Trustee shall have any liability for any costs, fees, charges or more investment advisers registered under expense payable to or incurred by such sub-contractor or delegate as arising from the Advisers Act entering into, amendment or the termination of any such arrangements; and (eachv) such sub-contracting or delegation would not cause the Issuer to become subject to tax anywhere other than the United Kingdom or result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The restriction in paragraph (a)(i) above shall not apply to the engagement by the Servicer (acting as a Reasonable, Prudent Residential Mortgage Servicer in deciding to enter into such engagement) of any solicitor, arrears counsellor, valuer, surveyor, estate agent, asset manager, receiver, LPA receiver, bailiff, property management agent or other professional adviser in respect of services normally provided by such persons (excluding, for the avoidance of doubt, any engagement or services, as the case may be, relating to the servicing of the Loans and their Related Security other than on a “Sub-Adviser”loan by loan basis) whom or which a Reasonable, Prudent Residential Mortgage Servicer would be willing to performappoint in respect of loans having similar characteristics to the Loans and generally serviced by it.‌ (c) The Servicer may appoint a storage agent for Title Deeds and Loan Files, provided that:‌ (i) it shall notify the Issuer of such appointment or change in appointment within four Business Days of the appointment or change in appointment being made; (ii) such storage agent is a person with whom a Reasonable, Prudent Residential Mortgage Servicer would be willing to appoint as a storage agent in respect of loans having similar characteristics to the Loans and generally serviced by it; and (iii) such storage agent is a person that will hold the Title Deeds and the Loan Files to the order of the Issuer, and thereby delegates at the Closing Date the Issuer agrees that such storage will be undertaken by Iron Mountain (UK) Limited. (d) Subject to paragraphs (e) and (f) below, notwithstanding any sub-contracting or delegation of any of its powers and obligations under this Agreement: (i) the Servicer shall remain responsible for the performance of its obligations under this Agreement, insofar as the obligations relate to the services so sub-contracted to the relevant party; (ii) the performance or non-performance or the manner of performance of any such Subthird party of any of the Services shall not affect the Servicer's obligations under this Agreement; and (iii) any breach by a delegate or any such third party of any obligation of the Servicer under this Agreement shall be treated as a breach of this Agreement by the Servicer. (e) If the Servicer did act as a Reasonable, Prudent Residential Mortgage Servicer in the appointment of an entity under paragraphs (b) and (c) above and acts as such in the maintenance of the appointment of such entity:‌ (i) the Servicer shall be released and discharged from any liability hereunder; and (ii) any breach by a delegate or any such third party of any obligation under this Agreement shall not be treated as a breach of this Agreement by the Servicer. (f) The restriction in paragraph (a) above shall not apply to the delegation to or appointment of any other company within the OSB Group, provided that any such delegate would be a person or persons whom the Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement. Notwithstanding any delegation of the performance of its obligations under this paragraph (f) only, the Servicer shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Servicer under this Agreement, and the performance or non-Adviser, some performance or the manner of performance of any delegate of any of the services for shall not affect the Fund for which it is responsible Servicer’s obligations under Section 2.A. of this Agreement or as and any breach in the Manager may otherwise determine to be necessary or appropriate to seek to implement performance of the Fund’s investment goals and strategiesServices by such delegate shall, subject to the approval Servicer being entitled for a period of 20 Business Days from receipt of any notice of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services breach to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at remedy such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished breach by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. delegate, be treated as a breach of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.Servicer.‌

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers Subadvisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the Fund’s investment policies and restrictionsrestictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets Assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. # 1388933 v. 3 The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA Floating Rate Daily Access Fund 4 # 3247026 v. 2 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the a Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the a Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA FTVIPT Mutual Global Discovery & Mutual Shares VIP The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the each Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the each Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for each Fund with a view to preventing violations of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entitiesfederal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Franklin Small-Mid Cap Growth Fund (the “Small-Mid Cap Fund”) for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Small-Mid Cap Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Small-Mid Cap Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Small-Mid Cap Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Small-Mid Cap Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Small-Mid Cap Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Small-Mid Cap Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. FTVIPT/IMA Global Real Estate VIP 4 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and IMA FSS Franklin Flexible Alpha Bond Fund # 1379971 v. 3 their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Franklin Conservative Allocation Fund (the “Conservative Allocation Fund”) for which it is responsible under Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Conservative Allocation Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Conservative Allocation Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Conservative Allocation Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Conservative Allocation Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Conservative Allocation Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Conservative Allocation Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager Adviser is responsible under Section 2.C. 2.H. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any - <BCLPAGE>2</BCLPAGE> - # 3245740 v. 2 delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the a Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA Federal Limited-Term T-F <BCLPAGE>1</BCLPAGE> # 3251311 v. 3 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA FFAS – Franklin LifeSmart 2055 Retirement Target Fund 5 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. 2.H. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each delegate in its performance of its duties for the Fund with a view to preventing violations of the federal securities laws. The Manager also may, at its expense, select and contract with one or more investment advisers registered under the Investment Advisers Act of 1940 (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. Sections (1) and (2) of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. Sections (1) and (2) of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.# 3258286 v. 34

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA Select U.S. Equity 4 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Franklin Conservative Allocation Fund (the “Conservative Allocation Fund”) for which it is responsible under Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Conservative Allocation Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Conservative Allocation Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Conservative Allocation Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Conservative Allocation Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Conservative Allocation Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Conservative Allocation Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager Adviser is responsible under Section 2.C. 2.H. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the a Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment <BCLPAGE>2</BCLPAGE> # 4084182 v. 3 goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser for its services to the a Fund. The Manager will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the FundFunds, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the each Fund under this Agreement and will supervise each such entity in its performance of its duties for the FundFunds. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. IMA Federal Limited-Term T-F 4 # 3251311 v. 3 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers Subadvisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets Assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated ’s Registration Statement filed on Form N-1A as supplemented or amended from time to one or more Sub-Adviserstime. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”) to perform, and thereby delegates to any such Sub-Adviser, some or all of the services # 1201846 v. 5 for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager The Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager Adviser is responsible under Section 2.C. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the a Fund for which it is responsible under Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the a Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the a Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the applicable Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the a Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. Sections 2.A., 2.B. and 2.C. of this Agreement and not expressly delegated to one or more Sub-Advisers. Form of IMA FTFAS – Franklin LifeSmart Retirement Target Funds 5 # 3245797 v. 2 The Manager Adviser may, at its expense, also delegate to one or more entities some or all of the services for the a Fund for which the Manager Adviser is responsible under Section 2.C. 2.H. of this Agreement. The Manager Adviser will be responsible for the compensation, if any, of any such entities for such services to the a Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility and liability for all such services provided to the a Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.

Delegation of Services. The Manager Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (each, a “Sub-AdviserAdvisers”) to perform, and thereby delegates to any such Sub-Adviser, some of the services for the Fund for which it is responsible under Section 2.A. 2.B. of this Agreement or as the Manager Adviser may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager Adviser will compensate any Sub-Adviser for its services to the Fund. The Manager Adviser will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment policies and restrictions. The Manager Adviser may also terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the Manager Adviser will continue to have overall responsibility for the management and investment of the assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. The Manager Adviser will also retain sole responsibility for all services described in Section 2.A. 2.B. of this Agreement and not expressly delegated to one or more Sub-Advisers. The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. of this Agreement and not expressly delegated to one or more such entities.

Delegation of Services. The Manager may, at its expense, select and contract with one or more investment advisers Subadvisers registered under the Investment Advisers Act (each, a “Sub-Adviser”) of 1940 to perform, and thereby delegates to any such Sub-AdviserSubadviser, some or all of the services for the Fund for which it is responsible under Section 2.A. of this Agreement or as the Manager may otherwise determine to be necessary or appropriate to seek to implement the Fund’s investment goals and strategies, subject to the approval of the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, and the approval of the Fund’s shareholders, if required. The Manager will compensate any Sub-Adviser Subadviser for its services to the Fund. The Manager will evaluate and select the Sub-Advisers Subadvisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser Subadviser and will oversee, monitor and review the Sub-Advisers Subadvisers and their performance and their compliance with the Fund’s investment policies and restrictionsrestictions. The Manager may also terminate the services of any Sub-Adviser Subadviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser Subadviser unless and until a successor Sub-Adviser Subadviser is selected and the requisite approval of the Fund’s shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, the The Manager will continue to have overall responsibility for the management and investment of the assets Assets and responsibility for all advisory services furnished by any Sub-Adviser Subadviser and will supervise each Sub-Adviser Subadviser in its performance of its duties for the Fund with a view to preventing violations of all applicable federal, state and foreign laws and regulations, any applicable procedures adopted by the Trust’s Board of Trustees, and the provisions of the Fund’s Registration Statement filed on Form N-1A as supplemented or amended from time to time. The Manager will also retain sole responsibility for all services described in Section 2.A. of this Agreement and not expressly delegated to one or more Sub-Advisers. # 1231244 v. 4 The Manager may, at its expense, also delegate to one or more entities some or all of the services for the Fund for which the Manager is responsible under Section 2.C. of this Agreement. The Manager will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties. Notwithstanding any delegation pursuant to this paragraph, the Manager will continue to have overall responsibility and liability for all such services provided to the Fund under this Agreement and will supervise each such entity delegate in its performance of its duties for the Fund. The Manager will also retain sole responsibility for all services described in Section 2.C. Fund with a view to preventing violations of this Agreement and not expressly delegated to one or more such entitiesthe federal securities laws.