Common use of Renewal and Termination Clause in Contracts

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ ' written notice to the Fund. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below above and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for accordance with the purpose of voting on the Agreement1940 Act and any rules, regulations or interpretations thereunder. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below above and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such partyparty in accordance with the 1940 Act and any rules, cast in person at a meeting called for the purpose of voting on the Agreementregulations or interpretations thereunder. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below above and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for accordance with the purpose of voting on the Agreement1940 Act and any rules, interpretations or orders thereunder. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for accordance with the purpose of voting on the Agreement1940 Act and any rules, interpretations or orders thereunder. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to the applicable Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund seeking to terminate the Agreement, on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to all of the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser with respect to any of the Funds on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Funds or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ ' written notice to the FundTrust. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the each Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. (a) This Agreement shall become effective on the date written below and as of May 10, 2011 and shall continue in effect for one (1) year thereafteras to each Fund until February 23, unless sooner terminated as hereinafter provided and shall continue in effect 2013. The Agreement is renewable annually thereafter for successive one-year periods not exceeding one (1a) year so long by a vote of a majority of the Trustees of the Trust, or (b) as such continuation is approved at least annually (i) to any Fund, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trustthat Fund, and (ii) in either case by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested person of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose purposes of voting on the Agreement; provided, however, that if the Shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Manager may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds. B. (b) This Agreement: (i) may May at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserFund; (ii) shall Shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may May be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the FundTrust. C. (c) As used in this Paragraph Section 7, the terms Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. (d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paidpostpaid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act.. XXX Xxxxxxxx Payout Funds (2022-2023) # 1198838 v. 4 D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the TrustBoard, and (ii) by a vote of a majority of the Trustees of the Trust Board members who are not parties to the Agreement (other than as Trustees of the TrustBoard members) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA FFAS – Franklin LifeSmart 2055 Retirement Target Fund 8 # 1341454 v. 1 B. This Agreement: (i) may at any time be terminated as to the Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate as to the Fund with respect to the Fund in the event of its assignment; and (iii) may be terminated as to the Fund by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to each Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the each Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund seeking to terminate the Agreement, on sixty (60) 30 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser Manager with respect to the Funds on sixty (60) 60 days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. (a) This Agreement shall become effective on and as of December 2, 2014, and shall continue through the period ending two years from such date. For any new Fund for which the Adviser is retained as investment adviser pursuant to Section 1(b) of this Agreement, this Agreement shall become effective on the date written below such Fund is offered to the public and shall continue in effect as to such Fund for one (1) year thereaftertwo years from its effective date. In each case, unless sooner terminated as hereinafter provided and shall continue in effect the Agreement is renewable annually thereafter for successive one-year periods not exceeding one (1a) year so long by a vote of a majority of the Trustees of the Trust, or (b) as such continuation is approved at least annually (i) to any Fund, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trustthat Fund, and (ii) in either case by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds. B. (b) This Agreement: (i) may May at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund Fund, on sixty (60) 60 days’ written notice to the Adviser; (ii) shall Shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may May be terminated by the Adviser on sixty (60) 60 days’ written notice to the FundTrust. C. (c) As used in this Paragraph Section 7, the terms Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. (d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paidpostpaid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year thereafteryears thereafter with respect to a Fund, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager as to a Fund on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the each Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective for a Fund on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated for such Fund as hereinafter provided and shall continue in effect thereafter for such Fund for periods not exceeding one (1) year so long as such continuation is approved for the applicable Fund at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of any such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to any Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the any Fund in the event of its assignmentassignment as to that Fund; and (iii) may be terminated as to any Fund by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. (a) This Agreement shall become effective on and as of June 1, 2016, and shall continue through the period ending two years from such date. For any new Fund for which the Adviser is retained as investment adviser pursuant to Section 1(b) of this Agreement, this Agreement shall become effective on the date written below such Fund is offered to the public and shall continue in effect as to such Fund for one (1) year thereaftertwo years from its effective date. In each case, unless sooner terminated as hereinafter provided and shall continue in effect the Agreement is renewable annually thereafter for successive one-year periods not exceeding one (1a) year so long by a vote of a majority of the Trustees of the Trust, or (b) as such continuation is approved at least annually (i) to any Fund, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trustthat Fund, and (ii) in either case by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds. B. (b) This Agreement: (i) may May at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund Fund, on sixty (60) 60 days’ written notice to the Adviser; (ii) shall Shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may May be terminated by the Adviser on sixty (60) 60 days’ written notice to the FundTrust. C. (c) As used in this Paragraph Section 7, the terms Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. (d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paidpostpaid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Funds on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA Mutual Global Discovery (Amended and Restated) B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 9.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation as to a Fund is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. XXX Xxxxxxxx Payout Funds (2017-2021) # 1361566 v. 3 B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; and (iii) may be terminated as to a Fund by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective for a Fund on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated for such Fund as hereinafter provided and shall continue in effect thereafter for such Fund for periods not exceeding one (1) year so long as such continuation is approved for the applicable Fund at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of any such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to any Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the any Fund in the event of its assignmentassignment as to that Fund; and (iii) may be terminated as to any Fund by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. # 1342331 v. 3

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to each Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the each Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Fund, on sixty (60) 60 days’ ' written notice to the AdviserManager; (ii) shall immediately terminate with respect to all of the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser Manager with respect to any of the Funds on sixty (60) 60 days’ ' written notice to the applicable Fund. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Funds or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Funds on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and and, with respect to the provisions relating to the Fund, shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons,” as defined in the 1940 Act, of such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement.such approval. 9 IM Agreement – FTVIPT-FMVGAVIPF # 1195873 v. 2 B. This Agreement: (i) may at any time be terminated without the payment of any penalty penalty, with respect to the Fund, either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on Fund, upon sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. IMA Mutual Financial Services (Amended and Restated) 8

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA FFRMT (Amended & Restated) # 1262551 v. 2 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. E. Unless otherwise agreed by the Adviser, upon termination of this Agreement, the Trust shall cease to use the “Franklin” name and logo.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement:: FTVIPT/IMA Flex Cap Growth VIP (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. # 1388927 v. 3 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust on sixty (60) days’ ' written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ days written notice to the FundTrust. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund.. IMA Federal Limited-Term T-F (Amended and Restated) 8 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser;; IMA Mutual Quest (Amended and Restated) 8 (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below above and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. (a) This Agreement shall become effective on the date written below and as of February , 2011 and shall continue in effect for one (1) year thereafteras to each Fund until February , unless sooner terminated as hereinafter provided and shall continue in effect 2013. The Agreement is renewable annually thereafter for successive one-year periods not exceeding one (1a) year so long by a vote of a majority of the Trustees of the Trust, or (b) as such continuation is approved at least annually (i) to any Fund, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trustthat Fund, and (ii) in either case by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested person of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose purposes of voting on the Agreement; provided, however, that if the Shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds. B. (b) This Agreement: (i) may May at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserFund; (ii) shall Shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may May be terminated by the Adviser on sixty (60) 60 days’ written notice to the FundTrust. C. (c) As used in this Paragraph Section 7, the terms Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. (d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paidpostpaid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. IMA Mutual Beacon (Amended and Restated)

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund.. # 1342331 v. 4 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Funds seeking to terminate the Agreement, on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ ' written notice to the applicable Fund. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement:: IMA Managed Income Fund <BCLPAGE>1</BCLPAGE> (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not to exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust, on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ ' written notice to the FundTrust. C. As used in this Paragraph the terms “"assignment,” “" "interested person” persons" and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not to exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust, on sixty (60) days’ written notice to the Adviser;; FFTFIF IM Agreement.doc (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the FundTrust. C. As used in this Paragraph the terms “assignment,” “interested personpersons” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to the Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to the Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund seeking to terminate the Agreement, on sixty (60) 30 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager with respect to the Fund on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the FundTrust. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided - <BCLPAGE>2</BCLPAGE> - # 3245740 v. 2 and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the each Fund or by a vote of the Board of Trustees of the TrustBoard, and (ii) by a vote of a majority of the Trustees of the Trust Board members who are not parties to the Agreement (other than as Trustees of the TrustBoard members) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the Adviser; (ii) shall immediately terminate as to a Fund with respect to the Fund in the event of its assignment; and (iii) may be terminated as to a Fund by the Adviser on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the Adviser;Manager; # 1407508 v. 1 (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective for a Fund on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated for such Fund as hereinafter provided and shall continue in effect thereafter for such Fund for periods not exceeding one (1) year so long as such continuation is approved for the applicable Fund at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of any such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to any Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the any Fund in the event of its assignmentassignment as to that Fund; and (iii) may be terminated as to any Fund by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act.. IMA FTVIPT Mutual Global Discovery & Mutual Shares Securities (Amended & Restated 05-18) D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement:: # 1230693 v. 2 (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year thereafteryears thereafter with respect to the Fund, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to the Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager as to the Fund on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation as to a Fund is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser;Manager; XXX Xxxxxxxx NextStep Funds (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; and (iii) may be terminated as to a Fund by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for such Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of any such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to the Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. IMA FGT Franklin International Growth Fund (Amended & Restated)

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund.. # 1230693 v. 2 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” as defined in the 1940 Act, as amended of such party (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IXX Xxxxxxxx All Cap Value Fund (Amended and Restated) # 1198857 v. 4 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. FTVIPT/IMA Global Real Estate VIP 8 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ days written notice to the FundTrust. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. IMA FTLDIT (Amended & Restated)

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund.. IMA FSS Franklin Flexible Alpha Bond Fund # 1379971 v. 3 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA Mutual Global Discovery (Amended and Restated as of July 2015) B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 9.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.. IMA Mutual European (Amended and Restated) 8

Renewal and Termination. A. This Agreement shall become effective on the date written below above and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting # 4322795 v. 1 securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement:: IMA FGT Franklin Global Real Estated Fund (Amended & Restated) # 1203362 v. 6 (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser;Manager; # 1247935 v. 1 (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. (a) This Agreement shall become effective on the date written below and as of [ ], 2012, and shall continue in effect for one (1) year thereafteras to each Fund until [ ], unless sooner terminated as hereinafter provided and shall continue in effect 2014. The Agreement is renewable annually thereafter for successive one-year periods not exceeding one (1a) year so long by a vote of a majority of the Trustees of the Trust, or (b) as such continuation is approved at least annually (i) to any Fund, by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trustthat Fund, and (ii) in either case by a vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested person of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Manager may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds. B. (b) This Agreement: (i) may May at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund Fund, on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall Shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may May be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the FundTrust. C. (c) As used in this Paragraph Section 7, the terms Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. (d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paidpostpaid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA FFRMT (Amended & Restated as of 03-15) # 1262551 v. 2 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. E. Unless otherwise agreed by the Adviser, upon termination of this Agreement, the Trust shall cease to use the “Franklin” name and logo.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to the applicable Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the TrustFund, and (ii) by a vote of a majority of the Trustees of the Trust Fund who are not parties to the Agreement (other than as Trustees of the TrustFund) or “"interested persons” " of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust Fund or by vote of a majority of the outstanding voting securities of the Fund seeking to terminate the Agreement, on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to all of the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser with respect to any of the Funds on sixty (60) days’ ' written notice to the applicable Fund. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 9.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year thereafteryears thereafter with respect to a Fund, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; andand <BCLPAGE>2</BCLPAGE> # 4084182 v. 3 (iii) may be terminated by the Adviser Manager as to a Fund on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. # 3275639 v. 1 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act.. IMA Mutual International Fund (Amended and Restated) D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Fund, on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. IMA Select U.S. Equity 8 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. IMA Federal Limited-Term T-F 8 # 3251311 v. 3 A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; andand IMA FGT FTEMDOF (Amended & Restated) # 1201869 v. 4 (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for such Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of any such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: : (i) may at any time be terminated as to the Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; ; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party. 8.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. # 1388931 v. 2 B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) 60 days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act.. IMA FGT Franklin International Growth Fund (Amended & Restated) D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter as to the applicable Fund for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the such Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated with respect to any of the Funds without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund seeking to terminate the Agreement, on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to all of the Fund Funds in the event of its assignment; and (iii) may be terminated by the Adviser with respect to any of the Funds on sixty (60) days’ written notice to the applicable Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation as to a Fund is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement.. Form of IXX Xxxxxxxx Target Maturity 2022 and 2023 Funds # 1361585 v. 2 B. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; and (iii) may be terminated as to a Fund by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ ' written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ ' written notice to the Fund. C. As used in this Paragraph the terms “"assignment,” “" "interested person” " and “"vote of a majority of the outstanding voting securities” " shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund.. IXX XxxXxx Value Fund (Amended and Restated) # 1201846 v. 4 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. a. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year thereafteryears thereafter with respect to a Fund, unless sooner terminated as hereinafter provided provided, and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. b. This Agreement: (i) may at any time be terminated as to a Fund without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) 60 days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the a Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager as to a Fund on sixty (60) 60 days’ written notice to the Fund. C. c. As used in this Paragraph Paragraph, the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. d. Any notice under this Agreement shall be given in writing writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one (1) year thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund Trust or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund Trust on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund Trust in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the FundTrust. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and and, with respect to the provisions relating to the Fund, shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons,” as defined in the 1940 Act, of such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreement.such approval. GAF IM Agreement # 1195873 v. 2 B. This Agreement: (i) may at any time be terminated without the payment of any penalty penalty, with respect to the Fund, either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on Fund, upon sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund. C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement or “interested persons” of such party (other than as Trustees of the Trust) or “interested persons” of any such party), cast in person at a meeting called for the purpose of voting on the Agreementsuch approval. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the AdviserManager; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser Manager on sixty (60) days’ written notice to the Fund.. IMA - Pelagos Managed Futures 7 # 1125635 v. 4 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.

Renewal and Termination. A. This Agreement shall become effective on the date written below and shall continue in effect for one two (12) year years thereafter, unless sooner terminated as hereinafter provided and shall continue in effect thereafter for periods not exceeding one (1) year so long as such continuation is approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Board of Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not parties to the Agreement (other than as Trustees of the Trust) or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on the Agreement. B. This Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser; (ii) shall immediately terminate with respect to the Fund in the event of its assignment; and (iii) may be terminated by the Adviser on sixty (60) days’ written notice to the Fund.. IMA Federal Limited-Term T-F 7 C. As used in this Paragraph the terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for such terms in the 1940 Act. D. Any notice under this Agreement shall be given in writing addressed and delivered, or mailed post-paid, to the other party at any office of such party.