0000950137-08-009272 Sample Contracts

CUSTODY AGREEMENT Dated , 2008 Between UMB BANK, N.A. and [FAMILY OF MUTUAL FUNDS]
Custody Agreement • July 11th, 2008 • Federal Life Trust

This agreement made as of this day of , 2008, between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 11th, 2008 • Federal Life Trust • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this ___ day of ___, 2008, by and between , a business trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

PARTICIPATION AGREEMENT
Participation Agreement • July 11th, 2008 • Federal Life Trust • Illinois

THIS AGREEMENT, made and entered into this ___ day of , 2008 (the “Agreement”) by and among Federal Life Insurance Company (Mutual), an insurance company organized under the laws of the State of Illinois (the “Company”), on behalf of itself and Federal Life Variable Annuity Account - A, a separate account established by the Company (the “Account”); Federal Life Trust, a statutory business trust organized under the laws of the State of Delaware (the “Trust”); FLC Investment Management Company, LLC, a limited liability company organized under the laws of the State of Illinois and investment adviser to the Trust (the “Adviser”); and FED Mutual Financial Services, Inc., a corporation organized under the laws of the State of Illinois and principal underwriter/distributor of the Trust (the “Distributor”).

UNDERWRITING AND SERVICING AGREEMENT (the Federal Life Trust)
Underwriting and Servicing Agreement • July 11th, 2008 • Federal Life Trust • Illinois

This Underwriting and Servicing Agreement (“Agreement”) is entered into by and between the Federal Life Trust (the “Trust”), and FED Mutual Financial Services, Inc. (“FED Mutual”), effective this ___ day of , 2008 (“Effective Date”).

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • July 11th, 2008 • Federal Life Trust • Illinois

This AGREEMENT is made as of this ___ day of , 2008 by and among FLC Investment Management Company, LLC (the “Adviser”), Alley Company (the “Subadviser”), and Federal Life Trust (the “Trust”).

Initial Capital Agreement
Capital Agreement • July 11th, 2008 • Federal Life Trust

In order to provide Federal Life Trust (the “Trust”) with the initial capital required pursuant to Section 14 of the Investment Company Act of 1940, as amended, the undersigned hereby subscribes for [ ] shares of beneficial interest, no par value, of the Federal Life Fixed Income Portfolio, a series of the Trust, and [ ] shares of beneficial interest, no par value, of the Federal Life Equity Portfolio, a series of the Trust, in each case at $[ ] per share for an aggregate purchase price of $100,000.

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • July 11th, 2008 • Federal Life Trust • Wisconsin

THIS AGREEMENT is made as of this ___ day of , 2008, by and between Funds, a business trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 11th, 2008 • Federal Life Trust • Illinois

THIS AGREEMENT is made and entered into as of this ___ day of , 2008, by and between FLC Investment Management Company, LLC, an Illinois limited liability company (the “Adviser”), and Federal Life Trust, a Delaware Statutory Trust (the “Trust”).

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