0001193125-06-196432 Sample Contracts

SUBADVISORY AGREEMENT ENTERED INTO BETWEEN BLACKROCK ADVISORS, LLC AND FRANKLIN ADVISERS, INC.
Subadvisory Agreement • September 25th, 2006 • FDP Series, Inc. • New York

This Subadvisory Agreement (the “Agreement”) is entered into as of September 29, 2006, by and between BlackRock Advisors, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Franklin Advisers, Inc., a corporation duly organized and existing under the laws of the State of California (the “Subadviser”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 25th, 2006 • FDP Series, Inc. • New York

AGREEMENT, dated September 29, 2006, between FDP Series Inc. (the “Corporation”), a Maryland corporation, on behalf of MFS Research International FDP Fund, Marsico Growth FDP Fund, Van Kampen Value FDP Fund and Franklin Templeton Total Return FDP Fund (each a “Fund” and together the “Funds”), and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability corporation.

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