Common use of Expenses of the Fund Clause in Contracts

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses offering circulars to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser hereinAdviser, which expenses payable by the Fund shall include: A. Fees and expenses paid to of the Adviser as provided hereinAdviser; B. Expenses of all audits by independent public accountants; C. Expenses of administrator, transfer agent, pricing services, bookkeeping services, registrar, custodian, dividend disbursing agent and shareholder record-record keeping services (including reasonable fees and expenses payable to the Adviser, or an affiliate of the Adviser, for such services, including the expenses of issue, repurchase or redemption of its shares); D. Expenses of custodial services; E. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. F. Salaries and other compensations compensation of any of its executive officers of the Trust and employees who are not officers, directors, stockholders or employees of the Adviser or any of its affiliates; F. G. Taxes levied against the FundFund and the expenses of preparing tax returns and reports; G. H. Brokerage fees and commissions in connection with the purchase and sale of portfolio securities for the Fund; H. I. Expenses associated with any offering (subject to any written agreement by the Adviser or an affiliate of the Adviser to reimburse any portion of such expenses); J. Costs, including the interest expense, of borrowing money; I. K. Costs and/or fees incident to Trustee and shareholder meetings of the Board of Trustees and shareholders of the Fund, the preparation and mailings of proxy material, prospectuses and reports of the Fund to the Fund's its shareholders, the filing of reports with regulatory bodies and bodies, the maintenance of the Fund's ’s legal existence, membership dues and fees of investment company industry trade associations, the listing (and maintenance of such listing) of the Fund’s shares on stock exchanges, and the Trust's legal existenceregistration of shares with Federal and state securities authorities; J. L. Legal feesfees and expenses (including reasonable fees for legal services rendered by the Adviser or its affiliates), including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. M. Costs of printing stock certificates representing shares of the Fund, if any; N. Trustees' ’ fees and expenses to trustees of Trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining O. Fees for the registration fidelity bond required by Section 17(g) of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond1940 Act, errors and omissions, and trustees and officer liability or other insurance premiums; and O. The Fund's portion P. Fees payable to Federal and state authorities in connection with the registration of the cost of any proxy voting service used on its behalfFund’s shares. Q. Nonrecurring and extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.

Expenses of the Fund. It is understood that the Fund will pay pay, or that the Trust will enter into arrangements that require third parties to pay, all expenses of its own expenses the Fund other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. B. Expenses of transfer agent, registrar, custodian, dividend disbursing agent, accounting and pricing agent and shareholder record-keeping recordkeeping services; C. Expenses of custodial services, including recordkeeping services provided by the expenses of issue, repurchase or redemption of its sharescustodian; D. Expenses of obtaining security valuation quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust and employees, if any, who are not officers, directors, stockholders or employees of the Adviser or its affiliatesManager; F. Taxes or governmental fees levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund's portfolio securities; H. Costs, including the interest expense, of borrowing money; I. Costs and/or fees incident to meetings of the Board of Trustees Trustee and shareholder meetings, the preparation and mailings of prospectuses, reports and notices to the existing shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and bodies, the maintenance of the FundTrust's existence as a business trust, membership in investment company organizations, and the Trust's legal existenceregistration of shares with federal and state securities authorities; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for salesale and legal fees arising from litigation to which the Trust may be a party and indemnification of the Trust's officers and trustees with respect thereto; K. Costs of printing share certificates (in the event such certificates are issued) representing shares of the Fund; L. Trustees' fees and expenses to trustees of Trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders;and M. Trade association dues; N. The Fund's pro rata portion of the fidelity bond, errors bond required by Section 17(g) of the Act and omissions, and trustees and officer liability other insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to of trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; , including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' Board members’ fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ and Directors’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Administrator herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Administrator as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust who are not officers, directorstrustees, stockholders or employees of the Adviser Administrator or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. H. Costs incident to meetings of the Board of Trustees and shareholders of the FundTrustees, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's ’s legal existence; J. I. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. J. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Administrator or any of its affiliates; L. K. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. L. Trade association dues;; and N. M. The Fund's ’s pro rata portion of the fidelity bond, errors and omissions, and trustees and officer officers liability insurance premiumspremium; and O. N. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets;’s net E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ and Directors’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;. H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal Federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion . However, nothing in this Agreement shall obligate the Trust or any Fund to pay any compensation to the officers of the cost of any proxy voting service used on its behalfTrust.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees X. Xxxx and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries X. Xxxxxxxx and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage X. Xxxxxxxxx fees and commissions in connection with the purchase and sale of securities for the Fund; H. CostsX. Xxxxx, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; # 1342331 v. 3 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' Board members’ fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund Funds shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the each Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the FundFunds; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the each Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the each Fund, reports to the each Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the each Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the each Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; ; L. Costs and expense of registering and maintaining the registration of the Fund Funds and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's Funds’ pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's Funds’ portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ and Directors’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; shareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; XXX Xxxxxxxx Payout Funds (2022-2023) # 1198838 v. 4 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; XXX Xxxxxxxx Payout Funds (2017-2021) # 1361566 v. 3 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;; # 1230693 v. 2 H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IMA FFAS – Franklin LifeSmart 2055 Retirement Target Fund 5 # 1341454 v. 1 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' Board members’ fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; # 1362979 v. 4 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to of trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; , including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its their shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust Fund who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;. H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its their shares under federal Federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Administrator herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Administrator as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust who are not officers, directorstrustees, stockholders or employees of the Adviser Administrator or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the FundTrustees, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Administrator or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of the fidelity bond, errors and omissions, and trustees and officer officers liability insurance premiumspremium; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion . However, nothing in this Agreement shall obligate the Trust or any Fund to pay any compensation to the officers of the cost of any proxy voting service used on its behalfTrust.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay pay, or that the Fund will enter into arrangements that require third parties to pay, all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. B. Expenses of transfer agent, registrar, custodian, dividend disbursing agent, accounting and pricing agent and shareholder record-keeping recordkeeping services, ; C. Expenses of custodial services including recordkeeping services provided by the expenses of issue, repurchase or redemption of its sharescustodian; D. Expenses of obtaining security valuation quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust and employees, if any, who are not officers, directors, stockholders or employees of the Adviser or its affiliatesAdviser; F. Taxes or governmental fees levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund's portfolio securities; H. Costs, including the interest expenseexpenses, of borrowing money; I. Costs and/or fees incident to meetings of the Board of Trustees Trustee and shareholder meetings, the preparation and mailings of prospectuses, reports and notices to the existing shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and bodies, the maintenance of the FundTrust's existence as a business trust, membership in investment company organizations, and the Trust's legal existenceregistration of shares with federal and state securities authorities; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for salesale and legal fees arising from litigation to which the Trust may be a party and indemnification of the Trust's officers and Trustees with respect thereto; K. Costs of printing share certificates (in the event such certificates are issued) representing shares of the Fund; L. Trustees' fees and expenses to trustees of Trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders;and M. Trade association dues; N. The Fund's pro rata portion of the fidelity bond, errors bond required by Section 17(g) of the Act and omissions, and trustees and officer liability other insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of Fees and expenses paid to the cost of any proxy voting service used on its behalfFund administrator.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses paid to the Adviser as provided hereinAdviser, if any; B. Expenses of fund administration, including without limitation fees paid pursuant to the Fund's contract with Franklin Templeton Serxxxxx, XLC or fees paid to any other entity which provides similar services to the Fund in the future; C. Expenses of all audits by independent public accountants; C. D. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. E. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. F. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. G. Taxes levied against the Fund; G. H. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. I. Costs, including the interest expense, of borrowing money; I. J. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. K. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. TrusteesL. Board members' fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. M. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. N. Trade association dues;; and N. O. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and. O. P. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets;; IMA FGT Franklin International Growth Fund (Amended & Restated) E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; IMA FSS Franklin Flexible Alpha Bond Fund # 1379971 v. 3 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay pay, or that the Fund will enter into arrangements that require third parties to pay, all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. B. Expenses of transfer agent, registrar, custodian, dividend disbursing agent, accounting and pricing agent and shareholder record-keeping recordkeeping services, ; C. Expenses of custodial services including recordkeeping services provided by the expenses of issue, repurchase or redemption of its sharescustodian; D. Expenses of obtaining security valuation quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust and employees, if any, who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliatesthe Adviser; F. Taxes or governmental fees levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund's portfolio securities; H. Costs, including the interest expenseexpenses, of borrowing money; I. Costs and/or fees incident to meetings of the Board of Trustees Trustee and shareholder meetings, the preparation and mailings of prospectuses, reports and notices to the existing shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and bodies, the maintenance of the FundTrust's existence as a business trust, membership in investment company organizations, and the Trust's legal existenceregistration of shares with federal and state securities authorities; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for salesale and legal fees arising from litigation to which the Trust may be a party and indemnification of the Trust's officers and Trustees with respect thereto; K. Costs of printing share certificates (in the event such certificates are issued) representing shares of the Fund; L. Trustees' fees and expenses to trustees of Trustees who are not directors, officers, employees or stockholders of the Manager, the Adviser or any of its their affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders;and M. Trade association dues; N. The Fund's pro rata portion of the fidelity bond, errors bond required by Section 17(g) of the Act and omissions, and trustees and officer liability other insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; # 1201845 v. 4 K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of fund administration, including without limitation fees paid pursuant to the Fund's contract with Franklin Templeton Sxxxxxxx, Inc. or fees paid to any other entity which provides similar services to the Fund in the future; C. Expenses of all audits by independent public accountants; C. D. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. E. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. F. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. G. Taxes levied against the Fund; G. H. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. I. Costs, including the interest expense, of borrowing money; I. J. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. K. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. TrusteesL. Board members' fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. M. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. N. Trade association dues;; and N. O. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates;; XXX Xxxxxxxx All Cap Value Fund (Reorg 11-2015) 5 F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to of trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates;; GAF IM Agreement L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; , including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets;; IMA FVIT Franklin Large Cap Value (Reorg 11-15) - 5 - # 1199028 v. 5 E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IMA FGT Franklin International Growth Fund (Amended & Restated) D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; # 1362979 v. 3 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to of trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; , including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; IMA FGT Franklin Global Real Estated Fund (Amended & Restated) # 1203362 v. 6 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; # 1388931 v. 2 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; IMA FVIT MidCap Value Fund (Reorg 11-15) # 1201846 v. 5 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees X. Xxxx and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries X. Xxxxxxxx and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage X. Xxxxxxxxx fees and commissions in connection with the purchase and sale of securities for the Fund; H. CostsX. Xxxxx, including the interest expense, of borrowing money; I. ; I Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; FTVIPT/IMA Franklin Xxxxx Xxx Xalue VIP (Amended 11-18) # 1267648 v. 5 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; IMA FTVIPT Flex Cap Growth Securities (Amended and Restated) # 1198868 v. 3 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates;; IMA - Pelagos Commodities 4 # 1125626 v. 4 F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses offering circulars to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; IMA FTVIPT Small Mid Cap Growth Securities (Amended and Restated) I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion . IMA FTVIPT Mutual Global Discovery & Mutual Shares Securities (Amended & Restated) However, nothing in this Agreement shall obligate the Trust or any Fund to pay any compensation to the officers of the cost of any proxy voting service used on its behalfTrust.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its their shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its their shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. ; I Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IMA Total Return Fund 5 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its sharesshares with respect to the Fund; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; # 1342330 v. 2 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;; IXX Xxxxxxxx All Cap Value Fund (Amended and Restated) # 1198857 v. 4 H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; # 1388927 v. 3 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; IM Agreement K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IXX Xxxxxxxx All Cap Value Fund 5 # 1198857 v. 5 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include, without limitation: A. Fees and expenses xxxxxxxx paid to the Adviser as provided herein; B. Expenses of fund administration, including without limitation fees paid pursuant to the Fund's contract with Franklin Templeton Serxxxxx, XLC or fees paid to any other entity which provides similar services to the Fund in the future; C. Expenses of all audits by independent public accountants; C. D. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. E. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. F. Salaries and other xxx xxxxx compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. G. Taxes levied against the Fund; G. H. Brokerage fees and commissions xxxx xxx xxxmissions in connection with the purchase and sale of securities for the Fund; H. I. Costs, including the interest expense, of borrowing money; I. J. Costs incident to ixxxxxxx xo meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. K. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. TrusteesL. Board members' fees and expenses to trustees Board members who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. M. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. N. Trade association dues;; and N. O. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and. O. P. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; # 1201846 v. 5 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Administrator herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Administrator as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust Fund who are not officers, directorstrustees, stockholders or employees of the Adviser Administrator or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. H. Costs incident to meetings of the Board of Trustees and shareholders of the FundTrustees, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's ’s legal existence; J. I. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. J. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Administrator or any of its affiliates; L. K. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. L. Trade association dues;; and N. M. The Fund's Fund ’s pro rata portion of the fidelity bond, errors and omissions, and trustees and officer officers liability insurance premiumspremium; and O. N. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; IMA FTVIPT Mutual Global Discovery & Mutual Shares VIP K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion . However, nothing in this Agreement shall obligate the Trust or any Fund to pay any compensation to the officers of the cost of any proxy voting service used on its behalfTrust.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; IMA Managed Income Fund <BCLPAGE>1</BCLPAGE> I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; # 1342330 v. 3 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund Funds shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the each Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the FundFunds; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the each Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the each Fund, reports to the each Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the each Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the each Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund Funds and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's Funds' pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's Funds' portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; IMA Low Duration Total Return Fund 5 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; IMA Mutual Beacon (Amended and Restated) K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; # 1379971 v. 3 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; IMA Mutual International Fund (Amended and Restated) I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;; FTVIPT/IMA Flex Cap Growth VIP H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; # 1201845 v. 4 IMA FGT International Small Cap Growth (Amended & Restated) J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of --------------------- its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; IMA Federal Limited-Term T-F (Amended and Restated) 5 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; IMA Federal Limited-Term T-F 4 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund;; IMA Large Cap Value Securities (Amended and Restated) # 1199028 v. 4 H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits of the Fund by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund;; IMA - Pelagos Managed Futures 4 # 1125635 v. 4 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees of the Trust and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence, except as otherwise agreed to by the Trust, on behalf of the Fund, and the Manager or its affiliates; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses offering circulars to its shareholdersshareholders and any other related regulatory expenses; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; FTVIPT/IMA Small Mid Cap Growth VIP G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money;; IMA Mutual Quest (Amended and Restated) 5 I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay pay, or that the Fund will enter into arrangements that require third parties to pay, all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. ; B. Expenses of transfer agent, registrar, custodian, dividend disbursing agent, accounting and pricing agent and shareholder record-keeping recordkeeping services, ; C. Expenses of custodial services including recordkeeping services provided by the expenses of issue, repurchase or redemption of its shares; custodian; D. Expenses of obtaining security valuation quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust and employees, if any, who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; the Adviser; F. Taxes or governmental fees levied against the Fund; ; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; 's portfolio securities; H. Costs, including the interest expense, of borrowing money; ; I. Costs and/or fees incident to meetings of the Board of Trustees Trustee and shareholder meetings, the preparation and mailings of prospectuses, reports and notices to the existing shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and bodies, the maintenance of the FundTrust's existence as a business trust, membership in investment company organizations, and the Trust's legal existence; registration of shares with federal and state securities authorities; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for salesale and legal fees arising from litigation to which the Trust may be a party and indemnification of the Trust's officers and trustees with respect thereto; K. Costs of printing share certificates (in the event such certificates are issued) representing shares of the Fund; K. L. Trustees' fees and expenses to trustees of Trustees who are not directors, officers, employees or stockholders of the Manager, the Adviser or any of its their affiliates; L. Costs ; and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's pro rata portion of the fidelity bond, errors bond required by Section 17(g) of the Act and omissions, and trustees and officer liability other insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence;; IMA FTVIPT Strategic Income Securities (Amended and Restated) # 1198863 v. 3 J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; IMA Floating Rate Daily Access Fund 5 # 3247026 v. 2 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; IMA Mutual Financial Services (Amended and Restated) 5 K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees X. Xxxx and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries X. Xxxxxxxx and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage X. Xxxxxxxxx fees and commissions in connection with the purchase and sale of securities for the Fund; H. CostsX. Xxxxx, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund;; FTVIPT/IMA Global Real Estate VIP 5 G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IMA FFRMT (Amended & Restated as of 03-15) # 1262551 v. 2 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders;; IMA FSS Franklin Biotechnology Discovery Fund (Amended and Restated) # 1268072 v. 4 M. Trade association dues;; and N. The Fund's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets;; XXX Xxxxxxxx NextStep Funds E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; Form of IXX Xxxxxxxx Target Maturity 2022 and 2023 Funds # 1361585 v. 2 D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Administrator herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Administrator as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust who are not officers, directorstrustees, stockholders or employees of the Adviser Administrator or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. H. Costs incident to meetings of the Board of Trustees and shareholders of the FundTrustees, reports to the Fund's shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. I. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's shares for sale; K. J. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Administrator or any of its affiliates; L. K. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. L. Trade association dues;; and N. M. The Fund's pro rata portion of the fidelity bond, errors and omissions, and trustees and officer officers liability insurance premiumspremium; and O. N. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the each Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion . However, nothing in this Agreement shall obligate the Trust or any Fund to pay any compensation to the officers of the cost of any proxy voting service used on its behalf.Trust. IMA FTVIPT Mutual Global Discovery & Mutual Shares Securities (Amended & Restated 05-18)

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.. IMA FTVIPT Small Cap Value (Amended & Restated) # 1267648 v. 3

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include:: # 4322795 v. 1 A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Manager herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Manager as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares;; IMA FVIT MicroCap Value Fund (Reorg 11-15) D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser Manager or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale; K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Manager or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses of obtaining quotations for calculating the value of the Fund's ’s net assets; E. Salaries and other compensations of executive officers of the Trust who are not officers, directors, stockholders or employees of the Adviser or its affiliates; F. Taxes levied against the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the -the interest expense, of borrowing money; I. Costs incident to meetings of the Board of Trustees and shareholders of the Fund, reports to the Fund's ’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's ’s and the Trust's ’s legal existence; J. Legal fees, including the legal fees related to the registration and continued qualification of the Fund's ’s shares for sale;; # 1201869 v. 4 K. Trustees' ’ fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues; N. The Fund's ’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; and O. The Fund's ’s portion of the cost of any proxy voting service used on its behalf.

Expenses of the Fund. It is understood that the Fund will pay all of its own expenses other than those expressly assumed by the Adviser Administrator herein, which expenses payable by the Fund shall include: A. Fees and expenses paid to the Adviser Administrator as provided herein; B. Expenses of all audits by independent public accountants; C. Expenses of transfer agent, registrar, custodian, dividend disbursing agent and shareholder record-keeping services, including the expenses of issue, repurchase or redemption of its shares; D. Expenses Expenses, if any, of obtaining quotations for calculating the value of the Fund's net assets; E. Salaries and other compensations compensation of any of its executive officers of the Trust who are not officers, directorstrustees, stockholders or employees of the Adviser or its affiliatestheAdministrator; F. Taxes levied against the Trust or the Fund; G. Brokerage fees and commissions in connection with the purchase and sale of securities for the Fund; H. Costs, including the interest expense, of borrowing money; I. H. Costs incident to meetings of the Board of Trustees and shareholders of the FundTrustees, reports to the Fund's Trust to its shareholders, the filing of reports with regulatory bodies and the maintenance of the Fund's and the Trust's legal existence; J. I. Legal fees, including the legal fees related to the registration and continued qualification continuedqualification of the Fund's shares for sale; J. Costs of printing share certificatesrepresenting shares of the Fund; K. Trustees' fees and expenses to trustees who are not directors, officers, employees or stockholders of the Adviser Administrator or any of its affiliates; L. Costs and expense of registering and maintaining the registration of the Fund and its shares under federal and any applicable state laws; including the printing and mailing of prospectuses to its shareholders; M. Trade association dues;; and N. The Fund's M. Its pro rata portion of the fidelity bond, errors and omissions, bond insurance premium and trustees and officer liability officers errors and omissions insurance premiums; and O. The Fund's portion of the cost of any proxy voting service used on its behalfpremium.