Common use of Services to be Performed Clause in Contracts

Services to be Performed. FIIOC shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOC.

Services to be Performed. FIIOC shall be responsible for performing as agentSubject always to the supervision of Fund’s Board of Trustees and the Manager, as of the date of this ContractSub-Adviser will furnish an investment program in respect of, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund sharesand as described in the investment policy section of the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund’s Board of Trustees and promptly deliver payments received by it and appropriate documentation therefor publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund's custodian; (2) pursuant , will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to purchase orderstime, issue and the appropriate number stated investment objectives, policies and restrictions of Fund shares the Fund. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and properly register such shares any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted other from time to FIIOC by any duly appointed check processing agent) and process payments for redemption time at reasonable times to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent review investment policies of the Fund in connection and to consult with dividend and capital gains distributions by each other regarding the investment affairs of the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition Sub-Adviser will report to the foregoing services, FIIOC shall, Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund: (1) perform ’s investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the customary administrative transaction and research or other services related provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its transfer agent and dividend and distribution disbursing agent functionsaccounts, including but not limited tothe Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it: (a) maintaining all shareholder accounts.will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) preparing shareholder meeting lists, will conform to all applicable Rules and supervising, but not paying for, various agents Regulations of the Securities and contractors employed Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to mail proxy materials and receive and tabulate proxiesits investment advisory activities; (c) typesettingwill report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, printing including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and mailing shareholder general conditions affecting the marketplace and will provide various other reports and prospectuses from time to current Fund shareholderstime as reasonably requested by Manager; (d) withholding taxes will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (including withholding for particularly those that may occur after the close of a foreign taxesmarket in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) for shareholders for whom withholdings are required by federal that may materially impact the pricing of one or state regulation more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and filing all required reports with respect theretoin determining a recommended fair value of the affected security or securities; and (e) preparing, distributing will prepare such books and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries records with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to Fund’s securities transactions for the foregoing services, the Trust on behalf portion of the Fund, designates and appoints FIIOC ’s investment portfolio allocated to the Sub-Adviser as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated requested by the Trust, on behalf Manager and will furnish Manager and Fund’s Board of its Fund and, where applicable, Trustees such periodic and special reports as the Board or Manager may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agentsreasonably request. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOC.

Services to be Performed. FIIOC You shall be responsible for performing as agentshareholder account administrative and servicing functions, as which shall include, without limitation, one or more of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: following activities: (a) maintaining all shareholder accounts. answering Customer inquiries regarding account status and history, the manner in which purchases and redemptions of the Shares may be effected, and certain other matters pertaining to the Trust; (b) preparing shareholder meeting listsassisting Customers in designating and changing dividend options, account designations and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; addresses; (c) typesetting, printing providing necessary personnel and mailing shareholder reports and prospectuses facilities to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such certain shareholder accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees thatrecords, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established requested from time to time by agreement between the Trust; (d) assisting in processing purchase and redemption transactions; (e) arranging for the wiring of funds; (f) transmitting and receiving funds in connection with Customer orders to purchase or redeem Shares; (g) verifying and guaranteeing Customer signatures in connection with redemption orders, transfers among and changes in Customer-designated accounts; (h) providing periodic statements showing a Customer's account balances and, to the extent practicable, integration of such information with other client transactions otherwise effected with or through you; (i) furnishing (either separately or on an integrated basis with other reports sent to a Customer by you) monthly and annual statements and confirmations of all purchases and redemptions of Shares in a Customer's account; (j) transmitting proxy statements, annual reports, prospectuses and other communications from the Trust to Customers; (k) receiving, tabulating and FIIOCtransmitting to the Trust proxies executed by Customers with respect to special meetings of shareholders of the Trust; and (l) providing such other related services as the Trust or a Customer may reasonably request. You shall provide all personnel and facilities necessary in order for you to perform one or more of the functions described in this paragraph with respect to your Customers. You shall exercise reasonable care in performing all such services and shall be liable for any failure to exercise such reasonable care.

Services to be Performed. FIIOC The Agent shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent servicing functions, including but not limited towhich shall include without limitation: (a) maintaining all shareholder accounts.assisting in processing Customer purchase and redemption requests; (b) preparing shareholder meeting listsanswering Customer inquiries regarding account status and history, the manner in which purchase and redemptions of the Shares may be effected, and supervising, but not paying for, various agents and contractors employed certain other matters pertaining to mail proxy materials and receive and tabulate proxiesthe Trust; (c) typesettingproviding necessary personnel and facilities to establish and maintain certain shareholder accounts and records, printing and mailing shareholder reports and prospectuses as requested from time to current Fund shareholderstime by the Trust; (d) withholding taxes arranging for the wiring of funds; (e) transmitting and receiving funds in connection with Customer orders to purchase or redeem Shares; (f) providing periodic statements showing a Customer's account balances and, to the extent practicable, integration of such information with other client transactions otherwise effected with or through the Agent; (g) furnishing (either separately or on an integrated basis with other reports sent to a Customer by the Agent) monthly and annual statements and confirmations of all purchases and redemptions of Shares in a Customer's account; (h) aggregating and processing Customer purchase and redemption requests for Shares and placing net purchase and redemption orders with the Trust's transfer agent (currently State Street Bank and Trust Company ("SSB"), including withholding for foreign taxesany designee of SSB, "Transfer Agent") for in the manner described in Section 4 hereof; (i) providing complete subaccounting services and maintaining complete subaccounting records regarding Shares beneficially owned by Customers; (j) processing dividend payments; (k) transmitting proxy statements, annual and semi-annual reports, prospectuses and other communications from the Trust to Customers; (l) receiving, tabulating and transmitting to the Trust proxies executed by Customers with respect to annual and special meetings of shareholders for whom withholdings are of the Trust; (m) preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal or state regulation and filing all required reports with respect theretoauthorities; and (en) preparingproviding such other related services as the Trust or a Customer may reasonably request. The Agent shall provide all personnel, distributing facilities and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all equipment necessary reports of Fund shares sold in each state in order for it to permit compliance with perform the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances functions described in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, paragraph with respect to separate accounts investing its Customers. The Agent shall exercise reasonable care in Investor Class shares of a VIP fund, performing all such services and shall be paid liable for services any failure to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOCexercise such reasonable care.

Services to be Performed. FIIOC The Agent shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent servicing functions, including but not limited towhich shall include without limitation: (a) maintaining all shareholder accounts.assisting in processing Customer purchase and redemption requests; (b) preparing shareholder meeting listsanswering Customer inquiries regarding account status and history, the manner in which purchase and redemptions of the Shares may be effected, and supervising, but not paying for, various agents and contractors employed certain other matters pertaining to mail proxy materials and receive and tabulate proxiesthe Trust; (c) typesettingassisting Customers in designating and changing dividend options, printing account designations and mailing shareholder reports and prospectuses to current Fund shareholdersaddresses; (d) withholding taxes verifying and guaranteeing Customer signatures in connection with redemption orders, transfers among and changes in Customer-designated accounts; (e) providing periodic statements showing a Customer's account balances and, to the extent practicable, integration of such information with other client transactions otherwise effected with or through the Agent; (f) furnishing (either separately or on an integrated basis with other reports sent to a Customer by the Agent) monthly and annual statements and confirmations of all purchases and redemptions of Shares in a Customer's account; (g) aggregating and processing Customer purchase and redemption requests for Shares and placing net purchase and redemption orders with the Trust's transfer agent (currently State Street Bank and Trust Company ("SSB"), including withholding for foreign taxesany designee of SSB, "Transfer Agent") for in the manner described in Section 4 hereof; (h) providing complete subaccounting services and maintaining complete subaccounting records regarding Shares beneficially owned by Customers; (i) processing dividend payments; (j) transmitting proxy statements, annual and semi-annual reports, prospectuses and other communications from the Trust to Customers; (k) receiving, tabulating and transmitting to RFD proxies executed by Customers with respect to annual and special meetings of shareholders for whom withholdings are of the Trust; (l) preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal or state regulation and filing all required reports with respect theretoauthorities; and (em) preparingproviding such other related services as RFD or a Customer may reasonably request. The Agent shall provide all personnel, distributing facilities and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all equipment necessary reports of Fund shares sold in each state in order for it to permit compliance with perform the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances functions described in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, paragraph with respect to separate accounts investing its Customers. The Agent shall exercise reasonable care in Investor Class shares of a VIP fund, performing all such services and shall be paid liable for services any failure to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOCexercise such reasonable care.

Services to be Performed. FIIOC The Agent, as agent for its Customers, shall be responsible for performing as agentshareholder administrative support services, as which will include the following: (i) answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, Funds may be effected and promptly deliver payments received by it and appropriate documentation therefor certain other matters pertaining to the Fund's custodian; Funds; (2ii) pursuant assisting shareholders in designating and changing dividend options, account designations and addresses; (iii) providing necessary personnel and facilities to purchase ordersestablish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests exchange and redemption instructions transactions; (including redemptions by check transmitted to FIIOC by any duly appointed check processing agentv) placing net purchase and process payments for redemption to shareholders in accordance orders with the terms, conditions Company's distributor; (vi) arranging for wiring of funds; (vii) transmitting and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund receiving funds in connection with customer orders to purchase or redeem shares; (viii) processing dividend payments; (ix) verifying and capital gains distributions by guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cashextent practicable, send payments to integrating such shareholder in accordance information with other customer transactions otherwise effected through or with the shareholder's electionShareholder Servicing Agent; and (2xi) for the Fund furnishing (either separately or on an integrated basis with other reports sent to a shareholder who has elected to receive dividends and/or distributions in shares by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agentpurchases, credit such shareholder's account(sexchanges and redemptions; (xii) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust transmitting on behalf of the FundCompany, designates proxy statements, annual reports, updating prospectuses and appoints FIIOC as its agent for other communications from the purpose of establishing and supervising Company to the operation of bank accounts for the benefit shareholders of the Trust Funds; (xiii) receiving, tabulating and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition transmitting to the foregoing services, FIIOC shall, Company proxies executed by shareholders with respect to separate accounts investing meetings of shareholders of the Funds; and (xiv) providing such other related services as the Company as the Company or a shareholder may request. The Agent shall provide all personnel and facilities necessary in Investor Class shares of a VIP fund, be paid order for services it to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards perform the functions described in this paragraph with respect to be followed for each function may be established from time to time by agreement between the Trust and FIIOCits Customers.

Services to be Performed. FIIOC You shall be responsible for performing as agentshareholder account administrative and servicing functions, as which shall include, without limitation, one or more of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: following activities: (a) maintaining all shareholder accounts. answering Customer inquiries regarding account status and history, the manner in which purchases and redemptions of the Shares may be effected, and certain other matters pertaining to Tamarack; (b) preparing shareholder meeting listsassisting Customers in designating and changing dividend options, account designations and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; addresses; (c) typesetting, printing providing necessary personnel and mailing shareholder reports and prospectuses facilities to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such certain shareholder accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees thatrecords, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established requested from time to time by agreement between Tamarack; (d) assisting in processing purchase and redemption transactions; (e) arranging for the Trust wiring of funds; (f) transmitting and FIIOCreceiving funds in connection with Customer orders to purchase or redeem Shares; (g) verifying and guaranteeing Customer signatures in connection with redemption orders, transfers among and changes in Customer-designated accounts; (h) providing periodic statements showing a Customer’s account balances and, to the extent practicable, integration of such information with other client transactions otherwise effected with or through you; (i) furnishing (either separately or on an integrated basis with other reports sent to a Customer by you) monthly and annual statements and confirmations of all purchases and redemptions of Shares in a Customer’s account; (j) transmitting proxy statements, annual reports, prospectuses and other communications from Tamarack to Customers; (k) receiving, tabulating and transmitting to Tamarack proxies executed by Customers with respect to special meetings of shareholders of Tamarack; (l) assisting in responding to regulatory inquiries regarding Customers and the Funds; and (m) providing such other related services as Tamarack or a Customer may reasonably request. You shall provide all personnel and facilities necessary in order for you to perform one or more of the functions described in this paragraph with respect to your Customers. You shall exercise reasonable care in performing all such services and shall be liable for any failure to exercise such reasonable care.

Services to be Performed. FIIOC The Agent, as agent for its Customers, shall be responsible for performing as agentshareholder administrative support services, as which will include the following: (i) answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, Funds may be effected and promptly deliver payments received by it and appropriate documentation therefor certain other matters pertaining to the Fund's custodian; Funds; (2ii) pursuant assisting shareholders in designating and changing dividend options, account designations and addresses; (iii) providing necessary personnel and facilities to purchase ordersestablish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests exchange and redemption instructions transactions; (including redemptions by check transmitted to FIIOC by any duly appointed check processing agentv) placing net purchase and process payments for redemption to shareholders in accordance orders with the terms, conditions Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund receiving funds in connection with customer orders to purchase or redeem shares; (viii) processing dividend payments; (ix) verifying and capital gains distributions by guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cashextent practicable, send payments to integrating such shareholder in accordance information with other customer transactions otherwise effected through or with the shareholder's electionShareholder Servicing Agent; and (2xi) for the Fund furnishing (either separately or on an integrated basis with other reports sent to a shareholder who has elected to receive dividends and/or distributions in shares by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agentpurchases, credit such shareholder's account(sexchanges and redemptions; (xii) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust transmitting on behalf of the FundTrust, designates proxy statements annual reports, updating prospectuses and appoints FIIOC as its agent for other communications from the purpose of establishing and supervising Trust to the operation of bank accounts for the benefit shareholders of the Trust Funds; (xiii) receiving, tabulating and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of transmitting to the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne proxies executed by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, shareholders with respect to separate accounts investing in Investor Class shares meetings of a VIP fund, be paid for shareholders of the Funds; and (xiv) providing such other related services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between as the Trust and FIIOCor a shareholder may request.

Services to be Performed. FIIOC FSC shall be responsible for performing as agent, as of the date of this ContractAgreement, the services described as follows: A. FIIOC FSC shall administer and/or perform transfer agent functions for the Fundeach Portfolio. It shall: (1) receive for acceptance orders for the purchase of Fund Portfolio shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fundeach Portfolio's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund Portfolio shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC FSC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fundapplicable Portfolio's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fundeach Portfolio's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Funda Portfolio. B. FIIOC FSC shall act as service agent of the Fund each Portfolio in connection with dividend and capital gains distributions by the Fundeach Portfolio. It shall: (1) for the Fund each Portfolio shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund each Portfolio shareholder who has elected to receive dividends and/or distributions in shares of the Fund applicable Portfolio or in shares of another mutual fund for which FIIOC FSC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC FSC shall, with respect to the Fundeach Portfolio: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund Portfolio shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and; (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto.; and (f) establishing and supervising the operation of bank accounts for the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds; (2) furnish the Fund each Portfolio with all necessary reports of Fund Portfolio shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund Portfolio performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOCFSC.

Services to be Performed. FIIOC shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for a) In accordance with the Fund. It 's current Registration Statement (the "Prospectus") and procedures established from time to time by agreement between the Fund and Morgan Keegan, Morgan Keegan shall: (1) receive i. Receive for acceptance orders for the xxxxxxxxxx, xxxxxx xxx xxe purchase of Fund sharesshares of each Portfolio, and promptly deliver payments received by it payment and appropriate documentation therefor to the Fund's custodiancustodian of the Fund (the "Custodian"); (2) pursuant ii. Pursuant to purchase orders, issue the appropriate number of Fund shares of each Portfolio and properly register Class and hold such shares to in the appropriate shareholder account; (3) receive iii. Receive for acceptance, redemption requests and redemption instructions (including redemptions directions and deliver the appropriate documentation therefor to the Custodian; iv. At the appropriate time as and when the Fund receives monies paid to it by check transmitted the Custodian with respect to FIIOC by any duly appointed check processing agent) and process payments for redemption redemption, pay over or cause to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth be paid over in the Fund's Prospectus and each shareholder's account applicationappropriate manner such monies as instructed by the redeeming shareholders; (4) effect v. Effect transfers of shares by the registered owners thereof shareholders of each Portfolio upon receipt of appropriate instructions; vi. Prepare and transmit payments for dividends and distributions declared by the Fund (or a particular Portfolio); vii. Maintain records of account for and advise the Fund and its shareholders as to the foregoing; and viii. Record the issuance of shares of the Fund and maintain pursuant to Securities and Exchange Commission (5"SEC") prepare Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon and mail provided to it by the Fund, and issued and outstanding. Morgan Keegan shall also provide the Fund on a xxxxxxx xxxxx with the total number of shares of each Portfolio and Class which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the Fund's shareholders issue or sale of such confirmations and statements shares, which functions shall be the sole responsibility of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent b) In addition to and not in lieu of the Fund services set forth in the above paragraph (a), Morgan Keegan shall: (i) perform all of the customary xxxxxxxx xx a transfer agent, shareholder servicing agent, registrar, dividend disbursing agent and, as relevant, agent in connection with dividend and capital gains distributions by the Fund. It shall: accumulation, open-account or similar plans (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's electionincluding without limitation any periodic investment plan or periodic withdrawal program); and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) : maintaining all shareholder accounts. (b) , preparing shareholder meeting lists, mailing proxies, receiving and supervisingtabulating proxies, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) , withholding taxes (including withholding on non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for foreign taxes) for all shareholders, preparing and mailing confirmations and statements of account to shareholders for whom withholdings are required by federal or state regulation all purchases and filing all required reports with respect thereto; and redemptions of shares of each Portfolio and other confirmable transactions in shareholders accounts, preparing and mailing activity statements of shareholders, and providing shareholder account information and (eii) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish provide a system which will enable the Fund with all necessary reports to monitor the total number of Fund shares of each Portfolio and each Class thereof sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, State. The Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account shall (i) such accounts are identify to Morgan Keegan in writing those transactions and asxxxx xx xx xxxated as exempt from the blue sky reporting for the benefit of the Trust each State and its Fund, (ii) that FIIOC acts as agent verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Morgan Keegan for the benefit Fund's blue sky State registratixx xxxxxx xx solely limited to the initial establishment of transactions subject to blue sky compliance by the Trust and its Fund and not the reporting of such transactions to the Fund as a bailee provided above. c) Procedures applicable to certain of these services described in paragraphs (a) and (iiib) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust Fund and FIIOCMorgan Keegan and shall be subject to the review and xxxxxxxx xx the Fund. The failure of the Fund to establish such procedures with respect to any service shall not in any way diminish the duty and obligation of Morgan Keegan to perform such services hereunder.

Services to be Performed. FIIOC shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for a) In accordance with the Fund. It 's current Prospectus and Statement of Additional Information (the "Prospectus") and procedures established from time to time by agreement between the Fund and Mxxxxx Xxxxxx, Mxxxxx Xxxxxx shall: (1) receive i. Receive for acceptance acceptance, orders for the purchase of Fund sharesshares of each Portfolio, and promptly deliver payments received by it payment and appropriate documentation therefor to the Fund's custodiancustodian of the Fund (the "Custodian"); (2) pursuant ii. Pursuant to purchase orders, issue the appropriate number of Fund shares of each Portfolio and properly register Class and hold such shares to in the appropriate shareholder account; (3) receive iii. Receive for acceptance, redemption requests and redemption instructions (including redemptions directions and deliver the appropriate documentation therefor to the Custodian; iv. At the appropriate time as and when the Fund receives monies paid to it by check transmitted the Custodian with respect to FIIOC by any duly appointed check processing agent) and process payments for redemption redemption, pay over or cause to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth be paid over in the Fund's Prospectus and each shareholder's account applicationappropriate manner such monies as instructed by the redeeming shareholders; (4) effect v. Effect transfers of shares by the registered owners thereof shareholders of each Portfolio upon receipt of appropriate instructions; vi. Prepare and transmit payments for dividends and distributions declared by the Fund (or a particular Portfolio); vii. Maintain records of account for and advise the Fund and its shareholders as to the foregoing; and viii. Record the issuance of shares of the Fund and maintain pursuant to Securities and Exchange Commission (5"SEC") prepare Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon and mail provided to it by the Fund, and issued and outstanding. Mxxxxx Xxxxxx shall also provide the Fund on a regular basis with the total number of shares of each Portfolio and Class which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the Fund's shareholders issue or sale of such confirmations and statements shares, which functions shall be the sole responsibility of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent b) In addition to and not in lieu of the Fund services set forth in the above paragraph (a), Mxxxxx Xxxxxx shall: (i) perform all of the customary services of a transfer agent, shareholder servicing agent, registrar, dividend disbursing agent and, as relevant, agent in connection with dividend and capital gains distributions by the Fund. It shall: accumulation, open-account or similar plans (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's electionincluding without limitation any periodic investment plan or periodic withdrawal program); and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) : maintaining all shareholder accounts. (b) , preparing shareholder meeting lists, mailing proxies, receiving and supervisingtabulating proxies, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) , withholding taxes (including withholding on non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for foreign taxes) for all shareholders, preparing and mailing confirmations and statements of account to shareholders for whom withholdings are required by federal or state regulation all purchases and filing all required reports with respect thereto; and redemptions of shares of each Portfolio and other confirmable transactions in shareholders accounts, preparing and mailing activity statements of shareholders, and providing shareholder account information and (eii) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish provide a system which will enable the Fund with all necessary reports to monitor the total number of Fund shares of each Portfolio and each Class thereof sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, State. The Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account shall (i) such accounts are identify to Mxxxxx Xxxxxx in writing those transactions and assets to be treated as exempt from the blue sky reporting for the benefit of the Trust each State and its Fund, (ii) that FIIOC acts as agent verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of Mxxxxx Xxxxxx for the benefit Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Trust and its Fund and not the reporting of such transactions to the Fund as a bailee provided above. c) Procedures applicable to certain of these services described in paragraphs (a) and (iiib) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust Fund and FIIOCMxxxxx Xxxxxx and shall be subject to the review and approval of the Fund. The failure of the Fund to establish such procedures with respect to any service shall not in any way diminish the duty and obligation of Mxxxxx Xxxxxx to perform such services hereunder.

Services to be Performed. FIIOC shall be responsible by FCSI -------------------------------- FCSI hereby agrees to perform the following services for performing Correspondent: a) Clear transactions for Correspondent involving OTC securities, listed securities, mutual funds, annuities, bonds and options (no commodities); b) Execute orders for Correspondent's customers, but only insofar as agent, as such orders are transmitted to FCSI; c) Prepare and mail at FCSI's expense confirmations of transactions to customers of Correspondent on forms designed by FCSI in its reasonable discretion; d) Prepare and mail at FCSI's expense monthly statements of customer accounts directly to Correspondent's customers. The customer monthly statements will disclose the relationship of the date of this Contract, parties and the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, name and promptly deliver payments received by it and appropriate documentation therefor to the Fund's custodian; (2) pursuant to purchase orders, issue the appropriate phone number of Fund shares and properly register such shares to the appropriate shareholder an individual at FCSI that clients may contact regarding their account; e) Confirmations, statements, and notices relating to the accounts of Correspondent and its customers will be prepared by FCSI with Correspondent's logo prominently displayed and FCSI in small print as clearing broker. Copies of all customer statements, confirms, notices, and other documents will be provided to Correspondent in electronic or in hard copy form, at Correspondent's option, at Correspondent's principal place of business. f) Settle contracts and transactions in securities (3i) receive between Correspondent and its customers, and (ii) between Correspondent and third person; g) Engage in all cashiering functions for acceptanceCorrespondent's customer accounts including receipt and delivery of securities purchased, redemption requests sold, borrowed and redemption instructions loaned, making and receiving payment therefore, holding in custody and safekeeping all securities and cash so received in a manner determined by FCSI, handling of margin and option accounts, receipt of dividends and the processing of exchange offers, rights offerings and tender offers; h) Correspondent (including redemptions when Correspondent is JW Genesis Securities, Inc. or a successor) shall have check writing privileges, and checks for JW Genesis Securities, Inc.'s customers shall be drawn on a Florida bank, which bank shall be mutually agreeable to FCSI and Correspondent. i) Construct and maintain books and records of all transactions executed and cleared through FCSI as may from time to time be required by check transmitted the SEC and NASD. However, FCSI shall not maintain those books and records specifically charged to FIIOC Correspondent as set forth in Section 4 hereinafter; j) Provide Correspondent with a Summary of Compliance and Operational Procedures which shall establish the specific manner in which transactions will be executed and cleared by any duly appointed check processing agentFCSI. The procedures currently in effect at the time of execution of this Agreement are attached hereto as Exhibit B, and are incorporated herein by reference. From time to time, FCSI may, in its reasonable discretion, revise the said procedures to comply with and conform to the various laws and regulations in effect at the time of revision. Correspondent agrees to abide by the said procedures that may be promulgated; k) Provide the Correspondent with a daily requirement report for its customers' accounts and FCSI will provide the Correspondent with a commission summary for each account executive on a daily basis in electronic media or in hard copy form, at Correspondent's option; l) Process and transfer all securities and accounts upon request from Correspondent; m) Notify, handle and process payments exchange/tender offers, rights, warrants and redemptions; n) Recognize that compliance with Regulation T is the responsibility of the customer, and ultimately the Correspondent, and in the event both parties fail to act, FCSI bears ultimate responsibility for redemption compliance with Regulation T. Any cost associated with compliance with Regulation T on behalf of the Correspondent, or the customer, will be paid by Correspondent; o) Provide mutually agreeable and acceptable Internet access and services to shareholders Correspondent and its customers and registered representatives, related to the matters described herein. Any custom or additional development required by Correspondent of FCSI shall be charged to Correspondent at a cost as mutually agreed upon between FCSI and Correspondent. The Internet access shall be provided at no cost until FSCI implements a charge on internet access to all of its correspondents, in which case, the charge to Correspondent shall be no higher than the lowest such charge and competitive in the industry. FSCI will subscribe to and provide a data feed to Correspondent for the ADP Prospectus Plus service, or a service of equal or better quality, for the furnishing of prospectuses to Correspondent's customers when Correspondent participates in an underwriting or registered secondary offering or handles options transactions or other transactions which require a disclosure document. FSCI shall provide Correspondent such additional data feeds as may be reasonably necessary for Correspondent's business and mutually agreed upon by FCSI and Correspondent. p) FSCI shall perform a computation for proprietary accounts of introducing brokers (PAIB) assets for the proprietary accounts of all of its introducing brokers and maintain a separate special PAIB reserve account in accordance with the terms, conditions customer reserve computation set forth in SEC Rule 15c3-3 and rules governing each shareholder's account the modifications and exclusions thereto as set forth in the FundSEC's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the FundNo Action Letter thereon. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOC.

Services to be Performed. FIIOC shall be responsible for performing as agent, as Subject always to the supervision of the date Fund's Board of this ContractTrustees and the Manager, the services described Sub-Adviser will act as follows: A. FIIOC shall administer and/or perform transfer agent functions for sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund. It shall: (1) receive for acceptance , furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of Fund shares, and promptly deliver payments received by it and appropriate documentation therefor to securities for the Fund's custodian; (2) pursuant to purchase ordersinvestment portfolio, issue all on behalf of the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth described in the Fund's initial registration statement on Form N-2 (File No. 333-124146) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments (provided that except for the compliance responsibilities of the Sub-Adviser with respect to the portfolio services described in the first sentence of this Section 2, the Manager shall remain responsible for the oversight of compliance with the Fund's policies and procedures and its Prospectus and Statement of Additional Information), (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund; provided that prices derived from third parties are the responsibility of such third parties and do not reflect the professional opinion of the Sub-Adviser, and information provided by the Sub-Adviser that may be used to determine "fair value" prices are solely the reflection of the Sub-Adviser's professional opinion and the Fund and the Manager are free to accept or reject this information; the Sub-Adviser is not solely responsible for the pricing of the Fund's securities. The Fund or the Manager has provided the Sub-Adviser with current copies of the Fund's Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each shareholderwill be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. Unless the Fund's account applicationBoard of Trustees determines otherwise, the Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fuxx'x xxxicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of any of the Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other accounts for which it has investment responsibilities under the Investment Advisers Act of 1940; (4b) effect transfers will (i) conform in all material respects to all applicable rules and regulations of shares the SEC, (ii) comply in all material respects with all policies and procedures adopted by the registered owners thereof upon receipt Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate instructionspersons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees of the Fund; and (5d) will prepare and mail to the Fund's shareholders maintain such confirmations books and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, records with respect to the Fund: (1) perform all 's securities and other transactions for the customary administrative services related Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably agreed to its transfer agent by the parties and dividend will prepare and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Manager and the Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund with all necessary reports are the property of the Fund shares sold in each state in order to permit compliance with and the state securities laws; and (3) as required, respond to shareholder inquiries relating Sub-Adviser will surrender promptly to the status Fund any such records upon the request of their accountsthe Manager or the Fund (provided, Fund performancehowever, distributions, that the Sub-Adviser shall be permitted to retain copies thereof); and share price, and furnish shareholders shall be permitted to retain originals (with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, Fund) to the Trust on behalf extent required under Rule 204-2 of the Fund, designates and appoints FIIOC as its agent for the purpose Investment Advisers Act of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, 1940 or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agentsapplicable law. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOC.

Services to be Performed. FIIOC The Agent, as agent for its Customers, shall be responsible for performing as agentshareholder administrative support services, as which will include the following: (i) answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, Funds may be effected and promptly deliver payments received by it and appropriate documentation therefor certain other matters pertaining to the Fund's custodian; Funds; (2ii) pursuant assisting shareholders in designating and changing dividend options, account designations and addresses; (iii) providing necessary personnel and facilities to purchase ordersestablish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests exchange and redemption instructions transactions; (including redemptions by check transmitted to FIIOC by any duly appointed check processing agentv) placing net purchase and process payments for redemption to shareholders in accordance orders with the terms, conditions Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund receiving funds in connection with customer orders to purchase or redeem shares; (viii) processing dividend payments; (ix) verifying and capital gains distributions by guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cashextent practicable, send payments to integrating such shareholder in accordance information with other customer transactions otherwise effected through or with the shareholder's electionShareholder Servicing Agent; and (2xi) for the Fund furnishing (either separately or on an integrated basis with other reports sent to a shareholder who has elected to receive dividends and/or distributions in shares by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agentpurchases, credit such shareholder's account(sexchanges and redemptions; (xii) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust transmitting on behalf of the FundTrust, designates proxy statements annual reports, updating prospectuses and appoints FIIOC as its agent for other communications from the purpose of establishing and supervising Trust to the operation of bank accounts for the benefit shareholders of the Trust Funds; (xiii) receiving, tabulating and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of transmitting to the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne proxies executed by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, shareholders with respect to separate accounts investing in Investor Class shares meetings of a VIP fund, be paid for shareholders of the Funds; and (xiv) providing such other related services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between as the Trust or a shareholder may request. 2 The Agent shall provide all personnel and FIIOCfacilities necessary in order for it to perform the functions described in this paragraph with respect to its Customers.

Services to be Performed. FIIOC The Agent, as agent for its Customers, shall be responsible for performing as agentshareholder administrative support services, as which will include the following: (i) answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fund. It shall: (1) receive for acceptance orders for the purchase of Fund shares, Funds may be effected and promptly deliver payments received by it and appropriate documentation therefor certain other matters pertaining to the Fund's custodian; Funds; (2ii) pursuant assisting shareholders in designating and changing dividend options, account designations and addresses; (iii) providing necessary personnel and facilities to purchase ordersestablish and maintain shareholder accounts and records; (iv) assisting in aggregating and processing purchase, issue the appropriate number of Fund shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests exchange and redemption instructions transactions; (including redemptions by check transmitted to FIIOC by any duly appointed check processing agentv) placing net purchase and process payments for redemption to shareholders in accordance orders with the terms, conditions Trust's distributor; (vi) arranging for wiring of funds; (vii) transmitting and rules governing each shareholder's account as set forth in the Fund's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fund's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Fund. B. FIIOC shall act as service agent of the Fund receiving funds in connection with customer orders to purchase or redeem shares; (viii) processing dividend payments; (ix) verifying and capital gains distributions by guaranteeing shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts, as necessary; (x) providing periodic statements showing a customer's account balance and, to the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cashextent practicable, send payments to integrating such shareholder in accordance information with other customer transactions otherwise effected through or with the shareholder's electionShareholder Servicing Agent; and (2xi) for the Fund furnishing (either separately or on an integrated basis with other reports sent to a shareholder who has elected to receive dividends and/or distributions in shares by a Shareholder Servicing Agent) monthly and year-end statement and confirmations of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agentpurchases, credit such shareholder's account(sexchanges and redemptions; (xii) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust transmitting on behalf of the FundTrust, designates proxy statements annual reports, updating prospectuses and appoints FIIOC as its agent for other communications from the purpose of establishing and supervising Trust to the operation of bank accounts for the benefit shareholders of the Trust Funds; (xiii) receiving, tabulating and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of transmitting to the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne proxies executed by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, shareholders with respect to separate accounts investing in Investor Class shares meetings of a VIP fund, be paid for shareholders of the Funds; and (xiv) providing such other related services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between as the Trust or a shareholder may request. The Agent shall provide all personnel and FIIOCfacilities necessary in order for it to perform the functions described in this paragraph with respect to its Customers.

Services to be Performed. FIIOC shall be responsible for performing as agent, as of the date of this ContractAgreement, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for the Fundeach Portfolio. It shall: (1) receive for acceptance orders for the purchase of Fund Portfolio shares, and promptly deliver payments received by it and appropriate documentation therefor to the Fundeach Portfolio's custodian; (2) pursuant to purchase orders, issue the appropriate number of Fund Portfolio shares and properly register such shares to the appropriate shareholder account; (3) receive for acceptance, redemption requests and redemption instructions (including redemptions by check transmitted to FIIOC by any duly appointed check processing agent) and process payments for redemption to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth in the Fundapplicable Portfolio's Prospectus and each shareholder's account application; (4) effect transfers of shares by the registered owners thereof upon receipt of appropriate instructions; and (5) prepare and mail to the Fundeach Portfolio's shareholders such confirmations and statements of account as may be required under applicable law and as may be reasonably requested by the Funda Portfolio. B. FIIOC shall act as service agent of the Fund each Portfolio in connection with dividend and capital gains distributions by the Fundeach Portfolio. It shall: (1) for the Fund each Portfolio shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund each Portfolio shareholder who has elected to receive dividends and/or distributions in shares of the Fund applicable Portfolio or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fundeach Portfolio: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: (a) maintaining all shareholder accounts. (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund Portfolio shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and; (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto.; and (f) establishing and supervising the operation of bank accounts for the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds; (2) furnish the Fund each Portfolio with all necessary reports of Fund Portfolio shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund Portfolio performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust and FIIOC.

Services to be Performed. FIIOC shall be responsible for performing as agent, as of the date of this Contract, the services described as follows: A. FIIOC shall administer and/or perform transfer agent functions for a) In accordance with the Fund. It 's then current Prospectus and Statement of Additional Information and procedures established from time to time by agreement between the Fund and MK, MK shall: (1) receive i. Receive for acceptance acceptance, orders for the purchase of Fund sharesShares, and promptly deliver payments received by it payment and appropriate documentation therefor to the Fund's custodianCustodian of the Fund (the "Custodian"); (2) pursuant ii. Pursuant to purchase orders, issue the appropriate number of Fund shares and properly register hold such shares to in the appropriate shareholder account; (3) receive iii. Receive for acceptance, redemption requests and redemption instructions (including redemptions directions and deliver the appropriate documentation therefor to the Custodian; iv. At the appropriate time as and when the Fund receives monies paid to it by check transmitted the Custodian with respect to FIIOC by any duly appointed check processing agent) and process payments for redemption redemption, pay over or cause to shareholders in accordance with the terms, conditions and rules governing each shareholder's account as set forth be paid over in the Fund's Prospectus and each shareholder's account applicationappropriate manner such monies as instructed by the redeeming Shareholders; (4) effect v. Effect transfers of shares Shares by the registered owners Shareholders thereof upon receipt of appropriate instructions; vi. Prepare and transmit payments for dividends and distributions declared by the Fund; vii. Maintain records of account for and advise the Fund and its shareholders as to the foregoing; and (5viii. Record the issuance of shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) prepare a record of the total number of shares of the Fund which are authorized, based upon and mail provided to it by the Fund's shareholders , and issued and outstanding. MK shall also provide the Fund on a regular basis with the total number of shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws re such shares, which functions shall be the sole responsibility of the Fund. b) In addition to and not in lieu of the services set forth in the above paragraph (a), MK shall: (i) perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program); including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating rospectuses to current Shareholders, withholding taxes on non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmations and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholders accounts, preparing and mailing activity statements of Shareholders, nt information and (ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State. The Fund shall (i) identify to MK in writing those transactions and assets to be treated as may be required under applicable law exempt from the blue sky reporting for each State and as may be reasonably requested (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of MK for the Fund's blue sky State registration status is solely hment of transactions subject to blue sky compliance by the Fund. B. FIIOC shall act as service agent Fund and the reporting of such transactions to the Fund as provided above. Procedures applicable to certain of these services described in connection with dividend and capital gains distributions by the Fund. It shall: (1) for the Fund shareholder who has elected to receive dividends and/or distributions in cash, send payments to such shareholder in accordance with the shareholder's election; and (2) for the Fund shareholder who has elected to receive dividends and/or distributions in shares of the Fund or in shares of another mutual fund for which FIIOC serves as transfer agent, credit such shareholder's account(s) for the proper number of shares. C. In addition to the foregoing services, FIIOC shall, with respect to the Fund: (1) perform all the customary administrative services related to its transfer agent and dividend and distribution disbursing agent functions, including but not limited to: paragraphs (a) maintaining all shareholder accounts. and (b) preparing shareholder meeting lists, and supervising, but not paying for, various agents and contractors employed to mail proxy materials and receive and tabulate proxies; (c) typesetting, printing and mailing shareholder reports and prospectuses to current Fund shareholders; (d) withholding taxes (including withholding for foreign taxes) for shareholders for whom withholdings are required by federal or state regulation and filing all required reports with respect thereto; and (e) preparing, distributing and filing all requisite shareholder tax statements on appropriate forms and responding to inquiries with respect thereto. (2) furnish the Fund with all necessary reports of Fund shares sold in each state in order to permit compliance with the state securities laws; and (3) as required, respond to shareholder inquiries relating to the status of their accounts, Fund performance, distributions, and share price, and furnish shareholders with copies of account histories and make adjustments to shareholder accounts to correct account files. D. In addition to the foregoing services, the Trust on behalf of the Fund, designates and appoints FIIOC as its agent for the purpose of establishing and supervising the operation of bank accounts for the benefit of the Trust and its Fund, and for the purpose of processing the receipt of funds for share purchases and the payment of dividends, distributions and redemption proceeds. FIIOC, or its agents, may establish and maintain such accounts with banks approved and designated by the Trust, on behalf of its Fund and, where applicable, may invest balances in such accounts in overnight repurchase agreements or money market funds. It is hereby agreed that in respect of the establishing and supervising of the operation of any such bank account (i) such accounts are for the benefit of the Trust and its Fund, (ii) that FIIOC acts as agent for the benefit of the Trust and its Fund and not as a bailee and (iii) no bailment is hereby created or intended to be created between any Trust or Fund and FIIOC. Where applicable, the Trust hereby acknowledges and agrees that, as principal, any risks associated with, and any losses sustained in connection with, unsecured and uninsured deposits in the accounts shall be borne by the Trust on behalf of the Fund. Notwithstanding any other provision of this Contract, FIIOC and the Trust, on behalf of the Fund, agree that any expenses associated with the charges of any bank for establishing and operating such accounts shall be borne by the Adviser, and not by FIIOC or its agents. E. In addition to the foregoing services, FIIOC shall, with respect to separate accounts investing in Investor Class shares of a VIP fund, be paid for services to separate account shareholders purchasing qualifying insurance contracts through FILI. Operating procedures and standards to be followed for each function may be established from time to time by agreement between the Trust Fund and FIIOCMK and shall be subject to the review and approval of the Fund. The failure of the Fund to establish such procedures with respect to any service shall not in any way diminish the duty and obligation of MK to perform such services hereunder.