TRANSFER AGENCY SERVICES AGREEMENT


         THIS AGREEMENT is made as of April 3, 2006 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and Premier VIT, a Massachusetts business
trust (the "Fund").

                              W I T N E S S E T H:

         WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act; and

         WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:

1.       DEFINITIONS.  AS USED IN THIS AGREEMENT.

(a)      "1933 Act" means the Securities Act of 1933, as amended.

(b)      "1934 Act" means the Securities Exchange Act of 1934, as amended.

(c)      "1940 Act" means the Investment Company Act of 1940, as amended.

(d)      "Authorized Person" means any officer of the Fund and any other person
         duly authorized by the Fund's Board of Trustees (the "Board") to give
         Oral Instructions and Written Instructions on behalf of the Fund. An
         Authorized Person's scope of authority may be limited by setting forth
         such limitation in a written document signed by both parties hereto.




(e)      "CEA" means the Commodities Exchange Act, as amended.

(f)      "Custodian" shall mean State Street Bank and Trust Company, or any
         successor thereto duly authorized. (g) "Declaration of Trust" means the
         declaration of trust of the Fund, as amended from time to time. (f)
         "Oral Instructions" mean oral instructions addressed to and received by
         PFPC from an Authorized Person or from a person reasonably believed by
         PFPC to be an Authorized Person.

(g)      "SEC" means the Securities and Exchange Commission.

(h)      "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the
         CEA.

(i)      "Shares" mean the shares of beneficial interest of any Portfolio or
         class of the Fund.

(j)      "Written Instructions" mean (i) written instructions signed by an
         Authorized Person and addressed to and received by PFPC or (ii) trade
         instructions transmitted (and received by PFPC) by means of an
         electronic transaction reporting system access to which requires use of
         a password or other authorized identifier. The instructions may be
         delivered by electronically (with respect to sub-item (ii) above) or by
         hand, mail, electronic mail, tested telegram, cable, telex or facsimile
         sending device.

2.       APPOINTMENT. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.

3.       COMPLIANCE WITH LAWS, RULES, REGULATIONS AND GOVERNING DOCUMENTS.



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(a)      PFPC undertakes to comply with all applicable requirements of the
         Securities Laws and any laws, rules and regulations of governmental
         authorities having jurisdiction with respect to the duties to be
         performed by PFPC hereunder. Except as specifically set forth herein,
         PFPC assumes no responsibility for such compliance by the Fund or any
         other entity. In addition and subject to Section 22(b) hereof, PFPC
         shall act in accordance with the Fund's Declaration of Trust, by-laws,
         and registration statement, as supplemented and amended from time to
         time, on file with the SEC (the "Registration Statement"), with the
         policies and procedures adopted by the Board, and with the instructions
         of the Board.

(b)      PFPC acknowledges the Fund's obligations under Rule 22c-2 of the 1940
         Act, as amended ("Rule 22c-2"), and agrees, upon request of the Fund,
         to facilitate, in a manner mutually acceptable to the parties, the
         compilation of customer identification and transaction data provided
         from time to time by the Fund's "Financial Intermediaries" (as that
         term is defined by Rule 22c-2).

4.       INSTRUCTIONS AND RIGHT TO RECEIVE ADVICE.

(a)      PFPC will have no liability when acting upon Written or Oral
         Instructions in accordance with the standard of care set forth in
         Section 12 and will not be held to have any notice of any change of
         authority of any person until receipt of a Written Instruction thereof
         from the Fund.

(b)      If PFPC is in doubt as to any action it should or should not take, PFPC
         may request directions or advice, including Oral Instructions or
         Written Instructions, from or on behalf of the Fund. If PFPC shall be
         in doubt as to any question of law pertaining to any action it should
         or should not take, PFPC may request advice at its own cost from
         counsel of its own choosing (who may be counsel for the Fund, the
         Fund's investment adviser or PFPC,



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         at the option of PFPC). In the event of a conflict between directions
         or advice or Oral Instructions or Written Instructions PFPC receives
         from or on behalf of the Fund, and the advice it receives from counsel
         pursuant to the immediately preceding sentence, PFPC may rely upon and
         follow the advice of counsel. PFPC shall not be liable for any action
         taken or not taken or suffered by it in good faith in accordance with
         such Written Instructions or in accordance with the written opinion of
         counsel for the Fund or for PFPC and which PFPC believes, in good
         faith, to be consistent with those directions or advice or Oral
         Instructions or Written Instructions. Written Instructions requested by
         PFPC will be provided by the Fund within a reasonable period of time.

(c)      PFPC, its officers, agents or employees, shall accept Oral Instructions
         or Written Instructions. The Fund agrees that all Oral Instructions
         shall be followed within one business day by confirming Written
         Instructions, and that the Fund's failure to so confirm shall not
         impair in any respect PFPC's right or obligation to rely on Oral
         Instructions.

5.       RECORDS.

(a)      PFPC shall create and maintain all records required of it pursuant to
         its duties hereunder, including records required by Section 31(a) of
         the 1940 Act and in accordance with all applicable laws, rules and
         regulations. Where applicable, such records shall be maintained by PFPC
         for the periods and in the places required by Rule 31a-2 under the 1940
         Act. Such books and records shall, to the extent practicable, be
         maintained separately for each Portfolio.

(b)      PFPC agrees that the books and records of the Fund, including, without
         limitation, all records required by Section 31 of the 1940 Act prepared
         or maintained by PFPC relating to the services to be performed by PFPC
         hereunder, are the property of the Fund and will



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         be preserved, maintained and made available by PFPC in accordance with
         such section, and will be surrendered promptly to the Fund on and in
         accordance with the Fund's request. The Fund, Authorized Persons and
         the Fund's authorized representatives shall have access to such books
         and records at all times during PFPC's normal business hours. Upon the
         request of the Fund, copies of any such books and records shall be
         provided by PFPC to the Fund or to an authorized representative of the
         Fund, in such format as requested by the Fund, at the reasonable
         expense of the Fund.

(c)      In case of any requests or demands for the inspection of Shareholder
         records of the Fund, PFPC will use its best efforts to notify the Fund
         of such request and secure Written Instructions as to the handling of
         such request. PFPC reserves the right, however, to exhibit the
         Shareholder records to any person whenever it is advised by its counsel
         (as contemplated by Section 4(b) hereof) in writing that it may be held
         liable for the failure to comply with such request and shall promptly
         notify the Fund of any such action and advice.

6.       CONFIDENTIALITY.

(a)      Each party shall keep confidential any information relating to the
         other party's business ("Confidential Information"). Confidential
         Information shall include:

         (i)      any data or information that is competitively sensitive
                  material, and not generally known to the public, including,
                  but not limited to, information about product plans, marketing
                  strategies, finances, operations, customer relationships,
                  customer profiles, customer lists, sales estimates, business
                  plans, and internal performance results relating to the past,
                  present or future business activities of the Fund or PFPC,
                  their respective subsidiaries and affiliated companies and the
                  customers, clients and suppliers of any of them;

         (ii)     any scientific or technical information, design, process,
                  procedure, formula, or improvement that is commercially
                  valuable and secret in the sense that its



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                  confidentiality affords the Fund or PFPC a competitive
                  advantage over its competitors;

         (iii)    all confidential or proprietary concepts, documentation,
                  reports, data, specifications, computer software, source code,
                  object code, flow charts, databases, inventions, know-how, and
                  trade secrets, whether or not patentable or copyrightable; and

         (iv)     anything designated as confidential.

(b)      PFPC understands and agrees: (i) that the Funds' "Confidential
         Portfolio Information" is the confidential property of the Funds and
         may not be used for any purpose except in connection with the provision
         of services to the Funds and, in particular, such information may not
         be traded upon by PFPC or any of its employees; (ii) to limit access to
         non-public portfolio holdings information to PFPC's employees and
         agents who are subject to a duty to keep and treat such information as
         confidential; and (iii) that upon written request from the Fund, PFPC
         shall promptly return or destroy the non-public portfolio holdings
         information.

(c)      Notwithstanding the foregoing, information shall not be Confidential
         Information and shall not be subject to such confidentiality
         obligations if it:

         (i)      is already known to the receiving party at the time it is
                  obtained;

         (ii)     is or becomes publicly known or available through no wrongful
                  act of the receiving party;

         (iii)    is rightfully received from a third party who, to the best of
                  the receiving party's knowledge, is not under a duty of
                  confidentiality;

         (iv)     is, to the actual knowledge of the receiving party, released
                  by the protected party to a third party (other than under the
                  circumstances described in clauses (v) or (vi), but with
                  respect to the protected party) without restriction;

         (v)      is required to be disclosed by the receiving party pursuant to
                  the requirement of a court order, subpoena, governmental or
                  regulatory agency or law (provided the



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                  receiving party will provide the other party written notice of
                  the same, to the extent such notice is permitted);

         (vi)     is relevant and material to the defense of any claim or cause
                  of action asserted against the receiving party;

         (vii)    is necessary for the receiving party to release such
                  information in connection with the provision of services under
                  this Agreement; or

         (viii)   has been or is independently developed or obtained by the
                  receiving party.

7.       COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Fund's
         independent public accountants and shall take all reasonable actions in
         the performance of its obligations under this Agreement to ensure that
         the necessary information is made available to such accountants for the
         expression of their opinion, as required by the Fund.

8.       PFPC SYSTEM. PFPC shall retain title to and ownership of any and all
         proprietary data base formats, computer programs, screen formats,
         report formats, interactive design techniques, derivative works,
         inventions, discoveries, patentable or copyrightable matters, concepts,
         expertise, patents, copyrights, trade secrets, and other related legal
         rights utilized by PFPC in connection with the services provided by
         PFPC to the Fund. Notwithstanding the foregoing, the parties
         acknowledge that the Fund shall retain all ownership rights in Fund
         data which resides on the PFPC System.

9.       DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
         with appropriate parties one or more agreements making reasonable
         provisions for emergency use of electronic data processing equipment to
         the extent appropriate equipment is available. In the event of
         equipment failures, PFPC shall, at no additional expense to the Fund,
         take reasonable steps to minimize service interruptions. PFPC shall
         have no liability with respect to the loss of data or service
         interruptions caused by equipment failure, provided



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         such loss or interruption is not caused by PFPC's own willful
         misfeasance, bad faith, negligence or reckless disregard of its duties
         or obligations under this Agreement.

10.      COMPENSATION.

(a)      As compensation for services rendered by PFPC during the term of this
         Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to
         from time to time in writing by the Fund and PFPC. In addition, the
         Fund agrees to pay, and will be billed separately in arrears for,
         reasonable expenses incurred by PFPC in the performance of its duties
         hereunder.

(b)      PFPC shall establish with a bank, currently Mellon Trust of New
         England, N.A. ("Mellon") certain cash management accounts ("Service
         Accounts") required for PFPC to provide services under this Agreement.
         The Fund acknowledges that (i) PFPC and may receive investment earnings
         from sweeping the funds in such Service Accounts into investment
         accounts including, but not limited, investment accounts maintained at
         an affiliate or client of PFPC; (ii) balance credits earned with
         respect to the amounts in such Service Accounts ("Balance Credits")
         will be used to offset the banking service fees imposed by Mellon ;
         (iii) Balance Credits will be calculated by PFPC and applied toward the
         Fund's Banking Service Fees regardless of the Service Account
         aforementioned balance sweep; and (iv) PFPC shall retain any excess
         Balance Credits for its own use, which may include reducing PFPC's
         overall invoice from Mellon.

(c)      PFPC represents and warrants that (i) the terms of this Agreement, (ii)
         the fees and expenses associated with this Agreement, and (iii) any
         benefits accruing to PFPC or its affiliates in connection with this
         Agreement are set forth in full in this



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         Agreement and the applicable fee letter executed by the Fund and PFPC.
         The undersigned officer of the Fund represents and warrants that a true
         and complete copy of this Agreement has been provided to the Board.
         PFPC and the undersigned officer of the Fund represent and warrant that
         the Fund's investment advisor (the "Investment Adviser") and its
         affiliates have derived no benefits from PFPC relating to this
         Agreement, including but not limited to any fee waivers, conversion
         cost reimbursements, up front payments, signing payments or periodic
         payments made or to be made by PFPC to the Investment Adviser or any of
         its affiliates.

11.      INDEMNIFICATION.

(a)      The Fund agrees to indemnify, defend and hold PFPC harmless from and
         against any and all claims, costs, expenses (including reasonable
         attorneys' fees), losses, damages, charges, payments and liabilities of
         any sort or kind which may be asserted against PFPC or for which PFPC
         may be held to be liable (a "Claim") arising out of or attributable to
         any of the following:

         (i)      any actions of PFPC required to be taken pursuant to this
                  Agreement unless such Claim resulted from a negligent act or
                  omission to act or bad faith by PFPC in the performance of its
                  duties hereunder;

         (ii)     PFPC's reasonable reliance on, or reasonable use of
                  information, data, records and documents (including but not
                  limited to magnetic tapes, computer printouts, hard copies and
                  microfilm copies) received by PFPC from the Fund, or any
                  authorized third party acting on behalf of the Fund, including
                  but not limited to the prior transfer agent for the Fund, in
                  the performance of PFPC's duties and obligations hereunder;

         (iii)    the non-negligent reliance on, or the non-negligent
                  implementation of, any Written or Oral Instructions or any
                  other instructions or requests of the Fund on behalf of the
                  applicable Portfolio;



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         (iv)     the offer or sales of shares in violation of any requirement
                  under the securities laws or regulations of any state that
                  such shares be registered in such state or in violation of any
                  stop order or other determination or ruling by any state with
                  respect to the offer or sale of such shares in such state; and

         (v)      the Fund's refusal or failure to comply with the terms of this
                  Agreement, or any Claim which arises solely out of the Fund's
                  negligence or misconduct or the breach of any representation
                  or warranty of the Fund made herein;

         provided that in each case in which indemnification is sought PFPC has
         not acted contrary to the standard of care set forth in Section 12(a)
         of this Agreement, and no indemnification of under this clause (a)
         shall exist for any liability arising out of PFPC's willful
         misfeasance, bad faith or negligence in the performance of its duties
         or any breach by PFPC of any representation, warranty or covenant of
         PFPC contained in this Agreement. The obligations hereunder with
         respect to any Portfolio shall be the several, and not joint or joint
         and several, obligations of such Portfolio.

(b)      PFPC agrees to indemnify, defend and hold harmless the Fund and its
         affiliates, including its and their respective officers, trustees,
         directors and employees, from all Claims arising directly or indirectly
         out of PFPC's willful misfeasance, bad faith or negligence in the
         performance of its duties or any breach by PFPC of any representation,
         warranty or covenant of PFPC contained in this Agreement

(c)      In any case in which either party (the "Indemnifying Party") may be
         asked to indemnify or hold the other (the "Indemnified Party")
         harmless, the Indemnified Party will notify the Indemnifying Party
         promptly after identifying any situation which it believes presents or
         appears likely to present a claim for indemnification against the
         Indemnifying Party although the failure to do so shall not prevent
         recovery by the Indemnified Party, except that the failure of the
         Indemnified Party to so notify the Indemnifying Party will relieve



                                                                              10


         the Indemnifying Party of its indemnity obligation with respect to the
         action to the extent that such omission results in the forfeiture of
         substantive rights or defenses by the Indemnifying Party. In addition,
         the Indemnified Party shall keep the Indemnifying Party advised with
         respect to all developments concerning such situation. The Indemnifying
         Party shall have the option to defend the Indemnified Party against any
         Claim which may be the subject of this indemnification, and, in the
         event that the Indemnifying Party so elects, such defense shall be
         conducted by counsel chosen by the Indemnifying Party and reasonably
         satisfactory to the Indemnified Party, and thereupon the Indemnifying
         Party shall take over complete defense of the Claim and the Indemnified
         Party shall sustain no further legal or other expenses in respect of
         such Claim. The Indemnified Party will not confess any Claim or make
         any compromise in any case in which the Indemnifying Party will be
         asked to provide indemnification, except with the Indemnifying Party's
         prior written consent.

(d)      Any claim for indemnification under this Agreement must be made prior
         to the later of:

         (i)      one year after the Indemnified Party becomes aware of the
                  event for which indemnification is claimed; or

         (ii)     one year after the earlier of the termination of this
                  Agreement or the expiration of the term of this Agreement.

(e)      Except for remedies that cannot be waived as a matter of law (and
         injunctive or provisional relief), the provisions of this Section 11
         shall be PFPC's sole and exclusive remedy for claims or other actions
         or proceedings to which the Fund's indemnification obligations pursuant
         to this Section 11 may apply.

(f)      The provision of this Section 11 shall survive termination of this
         Agreement.

12.      STANDARD OF CARE.



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(a)      PFPC shall at all times act in good faith and agrees to use its best
         efforts to ensure the accuracy of all services performed under this
         Agreement, but assumes no responsibility for loss or damage to the Fund
         unless said errors are caused by PFPC's breach of a representation,
         warranty or covenant or own negligence, bad faith or willful misconduct
         or that of its employees or its agents.

(b)      Notwithstanding any provision in this Agreement to the contrary, PFPC's
         cumulative liability (to the Fund) for all losses, claims, suits,
         controversies, breaches, or damages for any cause whatsoever (including
         but not limited to those arising out of or related to this Agreement)
         and regardless of the form of action or legal theory shall not exceed
         (i) the fees received by PFPC for services provided under this
         Agreement during the twelve months immediately prior to the date of
         such loss or damage; or (ii) if this Agreement has not been in effect
         for twelve months, $2,000,000. The Fund understands the limitation on
         PFPC's damages to be a reasonable allocation of risk and the Fund
         expressly consents with respect to such allocation of risk. In
         allocating risk under the Agreement, the parties agree that the damage
         limitation set forth above shall apply to any alternative remedy
         ordered by a court in the event such court determines that sole and
         exclusive remedy provided for in the Agreement fails of its essential
         purpose.

(c)      Any costs or losses incurred by the Fund for the processing of any
         purchase, redemption, exchange or other share transactions at a price
         per share other than the price per share applicable to the effective
         date of the transaction as provided by the Fund (the foregoing being
         generally referred to herein as "as of" transactions) will be handled
         in the following manner:



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         (i)      For each calendar year, if all "as of " transactions for the
                  year that are a result of incorrect processing by PFPC, taken
                  in the aggregate, result in a net loss to the Fund ("net
                  loss"), PFPC will reimburse the Fund for such net loss within
                  30 days after the end of such calendar year. However, if at
                  any time during any calendar year, all "as of " transactions,
                  taken in the aggregate, result in a net loss to the Fund in
                  excess of $50,000, PFPC will immediately reimburse the Fund
                  for such net loss. In either case, PFPC's obligation to
                  reimburse the Fund will be reduced or eliminated with the
                  application of a "net benefit" to the Fund carried over from
                  prior calendar years pursuant to sub-paragraph (ii)
                  immediately below.

         (ii)     For each calendar year, if all "as of" transactions for the
                  year that are a result of incorrect processing by PFPC, taken
                  in the aggregate, result in a net benefit to the Fund ("net
                  benefit"), the Fund shall not reimburse PFPC for the amount of
                  such net benefit; however, any "net benefit" for any calendar
                  year may be used to offset, in whole or in part, any "net
                  loss" suffered by the Fund in any future calendar year so as
                  to reduce the amount by which PFPC shall be required to
                  reimburse the Fund for such "net loss" in such year pursuant
                  to sub-paragraph (i) immediately above.

         (iii)    Any "net loss" for which PFPC reimburses the Fund in any
                  calendar year shall not be carried over into future years so
                  as to offset any "net benefit" in such future years.

(d)      Each party shall have the duty to mitigate damages for which the other
         party may become responsible.

(e)      PFPC shall maintain an insurance policy or surety bond, in the face
         amount of $10 million per covered transaction against losses suffered
         by PFPC in excess of the policy deductibles arising from errors or
         omissions on the part of PFPC in carrying out its responsibilities
         under this Agreement. PFPC shall furnish promptly to the Fund copies of
         all insurance policies maintained pursuant to this Section 12(d) that
         have not previously been furnished to the Fund. PFPC shall direct its
         insurers to provide the Fund with at least 30 days' written notice of
         any cancellation of any policy maintained to satisfy this Section
         12(d). In addition, PFPC shall promptly provide the Fund with a copy of
         any amendment of any such policy.



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(f)      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
         SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
         TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO
         THE OTHER UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER
         LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE,
         SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH
         IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER
         SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS
         BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(g)      The provisions of this Section 12 shall survive termination of this
         Agreement.

13.      REPRESENTATIONS AND WARRANTIES.

(a)      PFPC represents and warrants to the Fund that:

         (i)      it is a corporation duly organized, existing and in good
                  standing under the laws of the Commonwealth of Massachusetts;

         (ii)     it is empowered under applicable laws and by its Articles of
                  Incorporation and By-Laws to enter into and perform this
                  Agreement;

         (iii)    all requisite corporate proceedings have been taken to
                  authorize it to enter into this Agreement;

         (iv)     it is duly registered with its appropriate regulatory agency
                  as a transfer agent and such registration will remain in
                  effect for the duration of this Agreement and agrees that it
                  will promptly notify the Fund in the event of any change in
                  its status as a registered transfer agent;

         (v)      it has and will continue to have access to the necessary
                  facilities, equipment and personnel to perform its duties and
                  obligations under this Agreement; and



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(b)      The Fund represents and warrants to PFPC that:

         (i)      it is duly formed, validly existing and in good standing under
                  the laws of the jurisdiction in which it is formed;

         (ii)     it is empowered under applicable laws and by its Declaration
                  of Trust and By-Laws to enter into this Agreement;

         (iii)    all proceedings required by said Declaration of Trust, By-Laws
                  and applicable laws have been taken to authorize it to enter
                  into this Agreement;

         (iv)     a registration statement under the Securities Act of 1933, as
                  amended, and the 1940 Act on behalf of each of the Portfolios
                  is currently effective and will remain effective, and all
                  appropriate state securities law filings have been made and
                  will continue to be made, with respect to all Shares of the
                  Fund being offered for sale; and

         (v)      all outstanding Shares are validly issued, fully paid and
                  non-assessable and when Shares are hereafter issued in
                  accordance with the terms of the Fund's Declaration of Trust
                  and its Prospectus with respect to each Portfolio, such Shares
                  shall be validly issued, fully paid and non-assessable.

14.      FORCE MAJEURE.

(a)      No party shall be liable for any default or delay in the performance of
         its obligations under this Agreement if and to the extent such default
         or delay is caused, directly or indirectly, by (i) fire, flood,
         elements of nature or other acts of God; (ii) any outbreak or
         escalation of hostilities, war, acts of terrorism, riots or civil
         disorders in any country, (iii) any act or omission of the other party
         or any governmental authority; or (iv) nonperformance by a third party
         or any similar cause beyond the reasonable control of such party,
         provided that such third party is not a subcontractor engaged by PFPC
         as provided in Section 22(b). In any such event, the non-performing
         party shall be excused from any further performance and observance of
         the obligations so affected only for as long as such circumstances
         prevail and such party continues to use its best efforts to recommence
         performance or observance as soon as practicable.



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15.      DESCRIPTION OF SERVICES.

(a)      Services Provided on an Ongoing Basis, If Applicable.

         (i)      Maintain shareholder registrations;

         (ii)     Direct payment processing of checks or wires;

         (iii)    Prepare and certify stockholder lists in conjunction with
                  proxy solicitations;

         (iv)     Provide periodic shareholder lists and statistics to the Fund;

         (v)      Perform other participating broker-dealer shareholder services
                  as may be agreed upon from time to time;

         (vi)     Accept and post daily Share purchases and redemptions; and

         (vii)    Accept, post and perform shareholder transfers and exchanges.

(b)      Purchase of Shares. PFPC shall issue and credit an account of an
         investor, in the manner described in the Fund's prospectus, once it
         receives:

         (i)      A purchase order in completed proper form;

         (ii)     Proper information to establish a shareholder account; and

         (iii)    Confirmation of receipt or crediting of funds for such order
                  to the Custodian.

(c)      Redemption of Shares. PFPC shall process requests to redeem Shares as
         follows:

         (i)      All requests to transfer or redeem Shares and payment therefor
                  shall be made in accordance with the Fund's prospectus, when
                  the shareholder tenders Shares in proper form, accompanied by
                  such documents as PFPC reasonably may deem necessary.

         (ii)     PFPC reserves the right to refuse to transfer or redeem Shares
                  until it is reasonably satisfied that the endorsement on the
                  instructions is valid and genuine and that the requested
                  transfer or redemption is legally authorized, and it shall




                                                                              16


                  incur no liability for the reasonable refusal, in good faith,
                  to process transfers or redemptions which PFPC, in its good
                  judgment, deems improper or unauthorized, or until it is
                  reasonably satisfied that there is no basis to any claims
                  adverse to such transfer or redemption.

         (iii)    When Shares are redeemed, PFPC shall deliver to the Custodian
                  and the Fund or its designee a notification setting forth the
                  number of Shares redeemed. Such redeemed Shares shall be
                  reflected on appropriate accounts maintained by PFPC
                  reflecting outstanding Shares of the applicable Portfolio of
                  the Fund and Shares attributed to individual accounts.

         (iv)     PFPC shall, upon receipt of the monies provided to it by the
                  Custodian for the redemption of Shares, pay such monies as are
                  received from the Custodian, all in accordance with the
                  procedures established from time to time between PFPC and the
                  Fund.

         (v)      When a broker-dealer notifies PFPC of a redemption desired by
                  a customer, and the Custodian provides PFPC with a check or
                  the Service Account Custodian with funds, PFPC shall prepare
                  and send the redemption check to the broker-dealer and made
                  payable to the broker-dealer on behalf of its customer, unless
                  otherwise instructed in writing by the broker-dealer.

         (vi)     PFPC shall not process or effect any redemption requests with
                  respect to Shares of any Portfolio of the Fund after receipt
                  by PFPC or its agent of notification of the suspension of the
                  determination of the net asset value of such Portfolio.

(d)      Dividends and Distributions. Upon a resolution of the Board authorizing
         the declaration and payment of dividends and distributions and Written
         Instructions to PFPC, PFPC shall



                                                                              17


         issue dividends and distributions declared by the Fund in Shares, or,
         upon shareholder election, pay such dividends and distributions in
         cash, if provided for in the Fund's prospectus. Such issuance or
         payment, as well as payments upon redemption as described above, shall
         be made after deduction and payment of the required amount of funds to
         be withheld in accordance with any applicable tax laws or other laws,
         rules or regulations.

(e)      Shareholder Account Services.

         (i)      PFPC may arrange, in accordance with the prospectus, for
                  issuance of Shares obtained through direct purchases through
                  broker wire orders, checks and applications.

         (ii)     PFPC may arrange, in accordance with the prospectus, for a
                  shareholder's exchange of Shares for shares of another
                  Portfolio with which the Fund has exchange privileges.

(f)      Records. PFPC shall maintain records of the accounts for each
         shareholder showing the following information:

         (i)      Name, address and United States Tax Identification or Social
                  Security number;

         (ii)     Number and class of Shares held and number and class of Shares
                  for which certificates, if any, have been issued, including
                  certificate numbers and denominations;

         (iii)    Historical information regarding the account of each
                  shareholder, including dividends and distributions paid and
                  the date and price for all transactions on a shareholder's
                  account from the initial date of service under this Agreement
                  forward;

         (iv)     Any stop or restraining order placed against a shareholder's
                  account;

         (v)      Any correspondence relating to the current maintenance of a
                  shareholder's account;

         (vi)     Information with respect to withholdings; and

         (vii)    Any information required in order for PFPC to perform any
                  calculations required




                                                                              18


                  by this Agreement.

(g)      Shareholder Inspection of Stock Records. Upon a request from any
         Portfolio shareholder to inspect share records, PFPC will notify the
         Fund and the Fund will issue instructions granting or denying each such
         request. Unless PFPC has acted contrary to the Fund's instructions, the
         Fund agrees to and does hereby release PFPC from any liability for
         refusal of permission for a particular shareholder to inspect the
         Portfolio's stock records.

(h)      Lost Shareholders. PFPC shall perform such services as are required in
         order to comply with rule 17Ad-17 of the 1934 Act (the "Lost
         Shareholder Rule"), including, but not limited to, those set forth
         below. PFPC may, in its sole discretion, use the services of a third
         party to perform some of or all such services.

         (i)      documentation of search policies and procedures;

         (ii)     execution of required searches;

         (iii)    tracking results and maintaining data sufficient to comply
                  with the Lost Shareholder Rules; and

         (iv)     preparation and submission of data required under the Lost
                  Shareholder Rules.

         Except as set forth above, PFPC shall have no responsibility for any
         escheatment services.

 (i)     Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy
         solicitation service provider with respect to those items and for such
         fees to PFPC as may reasonably be agreed to from time to time in
         writing by the Fund. If so agreed from time to time in writing by the
         Fund and PFPC, such services may include mailing proxy statements and
         proxy cards to shareholders. If no such agreement is reached, the Fund
         may nevertheless retain other proxy solicitation agents.



                                                                              19


16.      PRIVACY. Each party hereto acknowledges and agrees that, subject to the
         reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part
         248.11, it shall not disclose the non-public personal information of
         investors in the Fund obtained under this Agreement, except as
         necessary to carry out the services set forth in this Agreement or as
         otherwise permitted by law or regulation.

17.      ANTI-MONEY LAUNDERING. PFPC shall perform reasonable actions necessary
         for the Fund to be in compliance with the United States federal
         anti-money laundering ("AML") laws applicable to investor activity,
         including, without limitation, to the extent applicable, the Bank
         Secrecy Act and the USA PATRIOT Act of 2001. In this regard, PFPC
         shall: (a) establish and implement written policies, procedures and
         internal controls reasonably designed to prevent the Fund from being
         used to launder money or finance terrorist activities; (b) provide for
         independent testing, by an employee who is not responsible for the
         operation of PFPC's AML program or by an outside party, for compliance
         with PFPC's established AML policies and procedures; (c) designate a
         person or persons responsible for implementing and monitoring the
         operation and internal controls of PFPC's AML program; and (d) provide
         ongoing training of PFPC personnel relating to the prevention of
         money-laundering activities. PFPC shall provide to the Fund: (x) a copy
         of PFPC's written AML policies and procedures (it being understood such
         information is to be considered confidential and treated as such and
         afforded all protections provided to confidential information under
         this Agreement); (y) at the option of PFPC, a copy of a written
         assessment or report prepared by the party performing the independent
         testing for compliance, or a summary thereof, or a certification that
         the findings of the independent party are satisfactory; and (z) a
         summary of the AML training




                                                                              20


         provided for appropriate PFPC personnel. PFPC agrees to permit
         inspections relating to PFPC's AML program by United States federal
         departments or regulatory agencies with appropriate jurisdiction and to
         make available to examiners from such departments or regulatory
         agencies such information and records relating to PFPC's AML program as
         such examiners shall reasonably request.

18.      CUSTOMER IDENTIFICATION PROGRAM ("CIP") SERVICES.

(a)      To help the Fund comply with its Customer Identification Program (which
         the Fund is required to have under regulations issued under Section 326
         of the USA PATRIOT Act) PFPC will do the following:

(i)      Implement procedures under which new accounts in any Portfolio are not
         established unless PFPC has obtained the name, date of birth (for
         natural persons only), address and government-issued identification
         number or any other government-issued document evidencing nationality
         or residence (collectively, the "Data Elements") for each corresponding
         Customer (as defined in 31 CFR 103.131).

(ii)     Use collected Data Elements to attempt to reasonably verify the
         identity of each new Customer promptly before or after each
         corresponding new account is opened. Methods may consist of
         non-documentary methods (for which PFPC may use unaffiliated
         information vendors to assist with such verifications) and documentary
         methods (as permitted by 31 CFR 103.131), and may include procedures
         under which PFPC personnel perform enhanced due diligence to verify the
         identities of Customers the identities of whom were not successfully
         verified through the first-level (which will typically be reliance on
         results obtained from an information vendor) verification process(es).



                                                                              21


(iii)    Record the Data Elements and maintain records relating to verification
         of new Customers consistent with 31 CFR 103.131(b)(3).

(iv)     Determine whether any Customer's name appears on a list of known or
         suspected terrorists or terrorist organizations designated by the
         Department of the Treasury, if any, consistent with 31 CFR
         103.131(b)(4).

(v)      Regularly report to the Fund about measures taken under (i)-(iv) above.

(vi)     If PFPC provides services by which prospective Customers may subscribe
         for shares in the Fund via the Internet or telephone, work with the
         Fund to notify prospective Customers, consistent with 31 CFR
         103.(b)(5), about the Fund's CIP.

(vii)    Annually, or upon the Fund's reasonable request, certify that PFPC
         continues to implement the duties set forth in this Section 18(a).

(b)      Notwithstanding anything to the contrary, and without expanding the
         scope of the express language above, PFPC need not collect the Data
         Elements for (or verify) prospective customer (or accounts) beyond the
         requirements of relevant regulation (for example, unless and until
         requirements change to require the same, PFPC will not verify customers
         opening accounts through NSCC) and PFPC need not perform any task that
         need not be performed for the fund to be in compliance with relevant
         regulation.

(c)      Notwithstanding anything to the contrary, PFPC need not perform any of
         the steps described above with respect to persons purchasing Shares of
         a Portfolio via exchange privileges with other Portfolios.

19.      DURATION AND TERMINATION.

(a)      This Agreement shall be effective on the date first written above and
         unless terminated pursuant to its terms shall continue for a period of
         five (5) years (the "Initial Term").



                                                                              22


(b)      Upon the expiration of the Initial Term, this Agreement shall
         automatically renew for successive terms of three (3) years ("Renewal
         Terms") each, unless the Fund or PFPC provides written notice to the
         other of its intent not to renew. Such notice must be received not less
         than ninety (90) days prior to the expiration of the Initial Term or
         the then current Renewal Term.

(c)      In the event of termination, all expenses associated with movement of
         records and materials and conversion thereof to a successor transfer
         agent will be borne by the Fund.

(d)      In the event that PFPC has failed to meet a specific performance
         standard category, as set forth in Exhibit B, in four of any rolling
         six one-month periods, the Fund may give written notice thereof to
         PFPC, and if such failure shall not have been remedied within thirty
         (30) days after such written notice is received, then the Fund may
         terminate this Agreement without penalty by giving not less than thirty
         (30) days written notice of such termination to PFPC. Notwithstanding
         the foregoing, the Fund's rights under this Section 19(d), shall not
         become effective until ninety (90) days after the commencement of the
         services by PFPC hereunder. Unless the Fund provides PFPC with notice
         of the Fund's intent to exercise this option within 60 days of its
         becoming aware of the occurrence of the applicable failure, the Fund
         shall have waived its option to terminate under this provision. In the
         event that the Fund terminates this Agreement pursuant to this Section
         19(d), such termination of this Agreement shall not constitute a waiver
         by the Fund of any other rights it might have under this Agreement or
         otherwise against PFPC.

(e)      If a party hereto is guilty of a material failure to perform its duties
         and obligations hereunder (a "Defaulting Party") the other party (the
         "Non-Defaulting Party") may give written notice thereof to the
         Defaulting Party, and if such material breach shall not have




                                                                              23


         been remedied within thirty (30) days after such written notice is
         given, then the Non-Defaulting Party may terminate this Agreement by
         giving not less than thirty (30) days written notice of such
         termination to the Defaulting Party. In all cases, termination by the
         Non-Defaulting Party shall not constitute a waiver by the
         Non-Defaulting Party of any other rights it might have under this
         Agreement or otherwise against the Defaulting Party.

(f)      Notwithstanding anything contained in this Agreement to the contrary,
         should a merger, acquisition, change in control, re-structuring,
         re-organization or any other decision:

         (i)      involving the Fund or any affiliate (as defined under the 1940
                  Act) of the Fund result in the Fund's desire to cease to use
                  PFPC as the provider of any of the services set forth
                  hereunder in favor of another service provider prior to the
                  expiration of the then current Initial or Renewal Term, PFPC
                  shall make a good faith effort to facilitate a prompt
                  conversion of services to the Fund's successor service
                  provider, however, there can be no guarantee that PFPC will be
                  able to facilitate such a conversion of services on the
                  conversion date requested by the Fund. In connection with the
                  foregoing and prior to such conversion to the successor
                  service provider, if the successor service provider is not an
                  affiliate of PFPC the payment of all fees to PFPC as set forth
                  herein shall be accelerated to a date prior to the conversion
                  or termination of services and calculated as if the services
                  had remained with PFPC until the expiration of the then
                  current Initial or Renewal Term and calculated at the asset
                  and/or Shareholder account levels, as the case may be, on the
                  date notice of termination was given to PFPC.

         (ii)     result in a change of control of greater than 50% of the
                  beneficial ownership of the



                                                                              24


                  shares of beneficial interest of PFPC, other than any such
                  change of control where the Board determines that the
                  successor entity has similar financial standing and ability to
                  provide services hereunder as PFPC and is not engaged in
                  transactions, claims or litigation directly adverse to the
                  Adviser, the Fund may terminate this Agreement without penalty
                  upon not less than thirty (30) days written notice.

(g)      Notwithstanding anything contained in this Agreement to the contrary,
         if PFPC files a petition for bankruptcy or receivership or has a
         materially impaired financial condition which impairs PFPC's ability to
         perform the services set forth in this Agreement or admits in writing
         its inability to pay its debts as they become due, or has a significant
         regulatory problem which impairs PFPC's ability to perform the services
         set forth in this Agreement or is the subject of a significant
         regulatory investigation which prohibits PFPC from performing the
         services set forth in this Agreement, and, the Board determines in the
         exercise of its fiduciary obligations that such event materially
         impairs PFPC's ability to perform its obligations under this Agreement
         or jeopardizes the Fund in any material manner, or if PFPC fails or
         ceases to be registered with the appropriate regulatory agencies as a
         transfer agent, then the Fund may terminate this Agreement without
         penalty upon written notice to PFPC, provided that all reasonable
         expenses (which shall not be deemed a penalty) associated with movement
         or duplication of records and materials, deconversion and conversion to
         a successor or other service provider incurred by PFPC will be borne by
         the Fund.

20.      NOTICES. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
         Parkway, Wilmington, Delaware 19809, Attention: President (or such
         other address as PFPC may inform the Fund in writing); (b) if to the
         Fund, at c/o OpCap Advisors, 1345 Avenue of




                                                                              25


         the Americas, New York, NY 10105-4800 , Attention: President or (c) if
         to either of the foregoing, at such other address as shall have been
         given by like notice to the sender of any such notice or other
         communication by the other party. If notice is sent by confirming
         telegram, cable, telex or facsimile sending device, it shall be deemed
         to have been given immediately. If notice is sent by first-class mail,
         it shall be deemed to have been given three days after it has been
         mailed. If notice is sent by messenger, it shall be deemed to have been
         given on the day it is delivered.

21.      AMENDMENTS. This Agreement, or any term hereof, may be changed or
         waived only by a written amendment, signed by the party against whom
         enforcement of such change or waiver is sought.

22.      DELEGATION; ASSIGNMENT AND SUB-CONTRACTING.

(a)      PFPC may assign its rights and delegate its duties hereunder to any
         majority-owned direct or indirect subsidiary of PFPC or of The PNC
         Financial Services Group, Inc., provided that PFPC gives the Fund
         thirty (30) days prior written notice of such assignment or delegation.

(b)      PFPC may engage the services of sub-contractors to perform certain
         services to be provided by PFPC hereunder, provided however, it is
         agreed that prior to engaging any sub-contractor to perform any of the
         core transfer agent functions or other material Service described
         herein, PFPC will seek prior approval from the Fund which approval will
         not be unreasonably withheld or delayed. The services that PFPC
         currently intends to subcontract, and the names of the intended
         sub-contractors are set forth in Exhibit C hereto.

23.      COUNTERPARTS. This Agreement may be executed in two or more
         counterparts, each of




                                                                              26


         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

24.      FURTHER ACTIONS. Each party agrees to perform such further acts and
         execute such further documents as are necessary to effectuate the
         purposes hereof.

25.      MISCELLANEOUS.

(a)      Entire Agreement. This Agreement embodies the entire agreement and
         understanding between the parties and supersedes all prior agreements
         and understandings relating to the subject matter hereof, provided that
         the parties may embody in one or more separate documents their
         agreement, if any, with respect to delegated duties.

(b)      No Changes that Materially Affect Obligations. Notwithstanding anything
         in this Agreement to the contrary, the Fund agrees that no
         modifications to its registration statement and no policies it adopts
         will affect materially the obligations or responsibilities of PFPC
         hereunder without the prior written approval of PFPC, which approval
         shall not be unreasonably withheld or delayed.

(c)      Captions. The captions in this Agreement are included for convenience
         of reference only and in no way define or delimit any of the provisions
         hereof or otherwise affect their construction or effect.

(d)      Information. The Fund will provide such information and documentation
         as PFPC may reasonably request in connection with services provided by
         PFPC to the Fund.

(e)      Governing Law. This Agreement shall be deemed to be a contract made in
         Delaware and governed by Delaware law, without regard to principles of
         conflicts of law.

(f)      Partial Invalidity. If any provision of this Agreement shall be held or
         made invalid by a court decision, statute, rule or otherwise, the
         remainder of this Agreement shall not be




                                                                              27


         affected thereby.

(g)      Successors and Assigns. This Agreement shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective
         successors and permitted assigns.

(h)      No Representations or Warranties. Except as expressly provided in this
         Agreement, PFPC hereby disclaims all representations and warranties,
         express or implied, made to the Fund or any other person, including,
         without limitation, any warranties regarding quality, suitability,
         merchantability, fitness for a particular purpose or otherwise
         (irrespective of any course of dealing, custom or usage of trade), of
         any services or any goods provided incidental to services provided
         under this Agreement. PFPC disclaims any warranty of title or
         non-infringement except as otherwise set forth in this Agreement.

(i)      Facsimile Signatures. The facsimile signature of any party to this
         Agreement shall constitute the valid and binding execution hereof by
         such party.

(j)      Customer Identification Program Notice. To help the U.S. government
         fight the funding of terrorism and money laundering activities, U.S.
         Federal law requires each financial institution to obtain, verify, and
         record certain information that identifies each person who initially
         opens an account with that financial institution on or after October 1,
         2003. Certain of PFPC's affiliates are financial institutions, and PFPC
         may, as a matter of policy, request (or may have already requested) the
         Fund's name, address and taxpayer identification number or other
         government-issued identification number, and, if such party is a
         natural person, that party's date of birth. PFPC may also ask (and may
         have already asked) for additional identifying information, and PFPC
         may take steps (and may have already taken steps) to verify the
         authenticity and accuracy of these data elements.




                                                                              28



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                                         PFPC INC.


                                         By:
                                             -----------------------------------


                                         Title: Executive Vice President
                                                Senior Managing Director


                                         Premier VIT


                                         By: /s/ Brian S. Shlissel
                                            ------------------------------------

                                         Title: President & CEO







                                                                              29




                                    EXHIBIT A



         THIS EXHIBIT A, dated as of April 3, 2006, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of April 3, 2006, between PFPC Inc.
and Premier VIT.



                                   PORTFOLIOS

OpCap Equity Portfolio

OpCap Small Cap Portfolio

OpCap Managed Portfolio

OpCap Global Equity Portfolio

OpCap Renaissance Portfolio

OpCap Balanced Portfolio

OpCap Mid Cap Portfolio

NFJ Dividend Value Portfolio





                                                                              30



                                    EXHIBIT B
                                    ---------

                              PERFORMANCE STANDARDS

PFPC will use a statistical sampling as a percentage of transactions processed
through the transaction processing and quality control units of PFPC providing
services to the Fund and PFPC will track and report to the Fund on the accuracy
of the transactions processed. Examining the sampling against predetermined PFPC
criteria for accuracy, PFPC will provide an accuracy rate as represented by
"percent" measured to the last Friday of each month from the last Friday of the
previous month. The Fund reserves the right to inspect, or have a third party
inspect, the Quality Assurance procedures and documentation and all documents
reviewed and considered in determining the accuracy of processing.

I.       TRANSACTION PROCESSING

         MANUAL DATA ENTRY - PFPC provides a manual data entry service to the
         Fund for establishing new Shareholder accounts and monitoring existing
         account records.

         PFPC'S OBJECTIVE - PFPC's objective is to establish new accounts with a
         data accuracy rate of 95%. PFPC's objective is to process all other
         financial transactions with a data accuracy rate of 98%.

                                                                  Accuracy
                                               Turnaround*        Standard
                                               -----------        --------

         A.       New Accounts
                  -Purchases                         R              95%
                  -Exchanges                         R              98%
                  -Transfer                          R+4            98%

         B.       Purchases
                  -Directs                           R              98%
                  -Wire Orders
                    (Placement)                      R              98%
                  -Wire Orders
                    (Settlement)                     R              98%

         C.       Redemptions
                  -Direct                            R              98%
                  -Wire Orders                       R              98%




                                                                              31



                                                                  Accuracy
                                               Turnaround*        Standard
                                               -----------        --------

         D.       Exchanges                          R              98%

         E.       Maintenance                        R+4            95%

         F.       Adjustments
                  -Priority                          R+1            98%
                  -Non-Priority                      R+4            98%
                  -OCF Cancel/Rebill                 R+1            98%

 II.     DATA CENTER SERVICES

         A.       RESPONSE TIME - An average of 98% of all inquiries into the
                  PFPC Mainframe system (CICS entries) on Business Days from
                  8:00 a.m. to 8:00 p.m. eastern time ("Business Hours") during
                  a calendar month will have a response time of three (3)
                  seconds or less.

         B.       ON-LINE SYSTEMS AVAILABILITY - The On-Line System will be
                  available for inquiry and data entry at least 96% of the time
                  during Business Hours, measured on a calendar month basis.

 III.    QUALITY ASSURANCE.

         PFPC will use a statistical sampling of transactions processed through
         the transaction processing and the quality control units of PFPC
         providing services to the Funds and will track and report on a weekly
         and monthly basis to the Funds on the accuracy of the transactions
         processed. Examining the sampling against pre-determined PFPC criteria
         for accuracy, PFPC will achieve the preceding quality assurance levels
         identified in the Accuracy Standard Column above, measured monthly by
         their independent Quality Assurance Department.

 IV.     FINANCIAL CONTROL

         SERVICE DESCRIPTION:

         PFPC will provide daily fund settlement reports to the Fund's
         accounting and custodian service providers. PFPC will reconcile the
         Fund's Demand Deposit Accounts on a daily basis, including investments
         and disbursements. Acceptable DDA Item Exceptions beyond five days
         include:

                           -      Client Originated Item
                           -      Shareholder Reclaim
                           -      Bank (Cash Manager Error)



                                                                            32


                           -      Shareholder Fraudulent Activity
                           -      Fed Wire Recall
                           -      Miscellaneous Funding Issues with Shareholder,
                                  Cash Manager, or Custodian

         PFPC'S OBJECTIVES:

         PFPC's objective is to reconcile all demand deposit account ("DDA")
         transactions within five (5) business days of the transaction post
         date. Any exceptions, including items greater than five (5) business
         days, will be reported to the Fund with a general item description. Any
         exception must be approved by the Fund to be considered within
         standard.






                                                                              33





                                    EXHIBIT C
                                    ---------

                                 SUB-CONTRACTORS

NONE






                                                                              34