Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 4.9 As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 4.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust’s shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the BoardTrust. 7.6 4.6 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7 The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the ‘40 Act and the rules thereunder to the extent required necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the “Mixed and Shared Funding Exemptive Order”); require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Fund’s Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform Owners and (g) if applicable, a decision by a Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2 7.3 The Company will report to the Board any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include. Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the Fund, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2( c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Fund to withdraw the relevant Separate Account's ’s investment in the Fund Fund, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees Directors of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.43.9, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The following provisions shall apply only upon issuance of the Mixed and Shared Funding Order and the sale of shares of the Fund to variable life insurance separate accounts, and then only to the extent required by under the Shared Funding Exemptive Order or by applicable law, the ▇▇▇▇ ▇▇▇. 7.1. The Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this AgreementAgreement with respect to each Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 7.6. For purposes of Sections Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 7.7. If and to the extent the Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.43.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the extent required by Trust has received the "Mixed and Shared Funding Exemptive Order or by applicable lawwhich, requires the Trust and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Trust's Board of Trustees of the Fund (the "Board") will monitor the Fund each Portfolio for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the FundPortfolio, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Portfolios are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract ownersOwners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants. The Fund Board shall promptly inform the Company if it determines that have sole authority to determine whether an irreconcilable material conflict exists and the implications thereofits determination shall be binding upon Company. 7.2 7.3 The Company will report to the Board promptly any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Trust, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund Trust or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the FundTrust, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 account and obtaining any necessary approvals or orders of the SEC in connection therewith. If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Trust to withdraw the relevant Separate Account's investment in the Fund Trust, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund Portfolio(s) or its investment adviser (or any other investment adviser of the Portfolio) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board's determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Trust that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 5.1 The Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of the Separate Account. The Company will report to the Board any potential or existing conflicts of which it is or becomes aware between any of its Contract owners. The Company will be responsible for assisting the Board in carrying out its responsibilities to identify and resolve material conflicts by providing the Board with all separate accounts investing in information available to it that is reasonably necessary for the FundBoard to consider any issues raised, including information as to a decision by the Company to disregard voting instructions of its Contract owners. 5.2 The Board's determination of the existence of any irreconcilable material conflict and its implications shall be made known promptly by it to the Company. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, insurance tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; or (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer the Company to disregard the voting instructions of its variable contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 5.3 If it is determined by a majority of the Board, Board or a majority of its disinterested trustees, Members of the Board that a material irreconcilable conflict existsexists that affects the interests of the Contract owners, the Company and other Participating Insurance Companies shall, at their expense to the extent reasonably practicable (as determined by a majority of the disinterested Members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Account from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment of the Separate Account in the Fund Fund, and terminate no charge or penalty will be imposed as a result of such a withdrawal. The Company agrees to take such remedial action as may be required under this Agreement; provided, however, that such withdrawal and termination shall be limited paragraph 5.3 with a view only to the extent required by such material irreconcilable conflict as determined by interests of its Contract owners. For purposes of this paragraph 5.3, a majority of the disinterested members of the BoardFund's Board shall determine whether or not any proposed action adequately remedies any irreconcilable conflict, but in no event will Fund be required to establish a new funding medium for any variable contract. Any The Company shall not be required by this paragraph 5.3 to establish a new funding medium if any offer to do so has been declined by vote of a majority of Contract owners materially and adversely affected by the irreconcilable material conflict. Notwithstanding the foregoing, if the Company is required under this paragraph 5.3 to withdraw the investment of the Separate Account in the Fund, such withdrawal and termination will may take place within six (6) months after the Fund gives written notice that this provision paragraph 5.3 is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in provided that the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, may require that such withdrawal and termination shall be limited to the extent required by must take place within a shorter period of time after such material irreconcilable conflict as determined by notice if a majority of the disinterested members of the Board. 7.6 For purposes Fund's Board determines that such shorter period is necessary to avoid irreparable harm to its interest holders; and further provided that until the end of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will such six month (or shorter) period the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Fund interests. The Company will not be required to establish a new funding medium for withdraw investments in the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for Separate Account of the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. Fund until all regulatory approval is obtained. 5.4 In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictdischarging its responsibilities under this Article V, then the Company will withdraw the Account's investment in the Fund cooperate and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adoptedcoordinate, to the extent such rules are applicable; and (b) Sections 3.4necessary, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to with the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adoptedBoard.

Potential Conflicts. 7.1 To 4.1 The Parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant each affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty will be imposed as a result of the Boardsuch withdrawal. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 4.9 As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the Parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the Parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 4.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law4.1. The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; or (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trust shall promptly inform the Company if it determines of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof. 7.2 4.2. The Company will agrees to report to the Board promptly any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for and requested by the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation of All communications from the Company to inform the Board whenever contract owner voting instructions are disregardedTrustees may be made in care of the Trust. 7.3 4.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its own expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board4.4. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it the Trust has determined that such decision has created an a material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.5. For purposes of Sections 7.3 Section 4.3 through 7.6 4.5 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.6. The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Trustees. 4.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and Rule 6e-3(T), as amended, and or Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.43.9, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 7.1. The Board of Trustees Directors of SBL Fund, (referred to in this Article VII as the Fund (the "“Board") ”), will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Variable Insurance Product owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. 7.3 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's investment in the Fund and terminate this AgreementAgreement with respect to such Account (at the Company's expense); provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the a Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of Fund shares, subject to the terms of the Fund’s then-current prospectus. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the position of the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Funds shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund (subject to any applicable regulatory approval) and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 7.7. If and to the extent the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T6e- 3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 5.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 5.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 5.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 5.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 5.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 5.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 5.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 5.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 5.9 As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 5.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 5.1 The Board of Trustees of the Fund (the "Board") Trust will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundTrust. The Company will report to the Board any potential or existing conflicts of which it is or becomes aware between any of its Contract owners, or between any of its Contract owners and contract owners of other Participating Insurers. The Company will be responsible for assisting the Board in carrying out its responsibilities to identify and resolve material conflicts by providing the Board with all information available to it that is reasonably necessary for the Board to consider any issues raised, including information as to a decision by the Company to disregard voting instructions of its Contract owners. 5.2 The Board's determination of the existence of any irreconcilable material conflict and its implications shall be made known promptly by it to the Company and other Participating Insurers. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, insurance tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or by contract owners of different Participating Insurers; or (f) a decision by an insurer a Participating Insurer to disregard the voting instructions of its variable contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 5.3 If it is determined by a majority of the Board, Board or a majority of its disinterested trustees, Trustees that a material irreconcilable conflict existsexists that affects the interests of the Contract owners, the Company and other Participating Insurance Companies shall, at their expense to the extent reasonably practicable (as determined by a majority of the Trust's disinterested Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Account from the Fund Trust or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Series of the FundTrust, or submitting participating in the submission of the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate particular group (i.e., e.g. annuity contract owners, owners or life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 . The Company shall take such steps at its expense if the conflict affects solely the interests of the owners of the Company's Contracts, but shall bear only its equitable portion of any such expense if the conflict also affects the interests of the contract owners of one or more Participating Insurers other than the Company, provided: that this sentence shall not be construed to require the Trust to bear any portion of such expense. If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant Account's investment of the Separate Account in the Fund Trust, and terminate no charge or penalty will be imposed as a result of such a withdrawal. The Company agrees to take such remedial action as may be required under this Agreement; provided, however, that such withdrawal and termination shall be limited paragraph 5.3 with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of the Boardits Contract owners. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreementparagraph 5.3, a majority of the disinterested members of the Trust's Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contractsany variable contract. The Company shall not be required by Section 7.3 this paragraph 5.3 to establish a new funding medium for the Contracts if an any offer to do so has been declined by vote of a majority of Contract contract owners materially and adversely affected by the irreconcilable material conflict. In Notwithstanding the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictforegoing, then if the Company will is required under this paragraph 5.3 to withdraw the Account's investment of the Separate Account in the Fund and terminate this Agreement Trust, such withdrawal may take place within six (6) months after the Board informs the Company in writing of the foregoing determinationTrust gives written notice that this paragraph 5.3 is being implemented, provided, however, : That the Trust may require that such withdrawal and termination shall be limited to the extent required by any must take place within a shorter period of time after such material irreconcilable conflict as determined by notice if a majority of the disinterested members of the BoardTrust's Board determines that such shorter period is necessary to avoid irreparable harm to its shareholders; and further provided: That until the end of such six month (or shorter) period the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Trust Shares. The Company will not be required to withdraw investments in the Separate Account of the Trust until all regulatory approval is obtained. 7.7 5.4 In discharging its responsibilities under this Article V, the Company will cooperate and coordinate, to the extent necessary, with the Board and with other Participating Insurers. 5.5 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or a subsequent Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, Trust's mixed and shared funding order then (a) the Fund and/or Trust or the Participating Insurance CompaniesInsurers, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), and related Rules as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the extent required by Trust has received the “Mixed and Shared Funding Exemptive Order or by applicable lawwhich, requires the Trust and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Trust’s Board of Trustees of the Fund (the "Board") will monitor the Fund each Portfolio for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the FundPortfolio, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Portfolios are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract ownersOwners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants. The Fund Board shall promptly inform the Company if it determines that have sole authority to determine whether an irreconcilable material conflict exists and the implications thereofits determination shall be binding upon Company. 7.2 7.3 The Company will report to the Board promptly any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Trust, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund Trust or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the FundTrust, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 account and obtaining any necessary approvals or orders of the SEC in connection therewith. If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Trust to withdraw the relevant Separate Account's ’s investment in the Fund Trust, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund Portfolio(s) or its investment adviser (or any other investment adviser of the Portfolio) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Trust that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist agrees to provide the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Trust has not applied for an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), provided13(a), however, that such withdrawal 15(a) and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority 15(b) of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amendedAct, and Rule 6e-3, as adopted, to the extent such rules are applicable; Rules 6e-2(b)(15) and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.6e-3(T)(b)

Potential Conflicts. 7.1 To 4.1 The Parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant each affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty will be imposed as a result of the Boardsuch withdrawal. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 4.9 The provisions of this Article IV are intended to be consistent with the terms, conditions and requirements of the Exemptive Order. As of the date of this Agreement, the Trust has not received the Exemptive Order. If and when the Exemptive Order is granted, the Parties shall take all such steps as may be necessary to amend this Agreement to conform with the provisions and conditions of the Exemptive Order, as granted. In addition, the Parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrust Shares are to be sold to any unregistered accounts or to any Plan. 7.7 4.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawFund's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant each affected Account's investment in the Fund and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 7.7 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 7.8 The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 7.9 The parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardFund shares are to be sold to any unregistered accounts or to any Plan. 7.7 7.10 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist agrees to provide the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's Trust’s election, to withdraw the relevant each affected Account's ’s investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Trust has not applied for an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), provided13(a), however15(a) and 15(b) of the 1940 Act, that such withdrawal and termination shall be limited Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunderto (the “Exemptive Order”), and has no present intention to apply for an Exemptive Order. To the extent required the Company determines that it requires the relief provided by any an Exemptive Order, the Company agrees to obtain such material irreconcilable conflict as determined by a majority relief or notify the Trust sufficiently in advance that the Trust may obtain an Exemptive Order on behalf of the disinterested members of the BoardCompany. 7.7 4.9 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Orderfunding, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The following provisions shall apply with respect to the extent required by the Mixed and Shared Funding Exemptive Order or by applicable law, and the Board sale of Trustees shares of the Fund (the "Board") to variable life insurance separate accounts. 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense (to be allocated as near as practicable in proportion to such parties' respective responsibilities for such conflict) and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant affected Account's investment in the Fund and terminate this AgreementAgreement with respect to each Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent the Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1. The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2. The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Trust Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3. If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a an irreconcilable material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different difference investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4. If a an irreconcilable material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5. If a any irreconcilable material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has had determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.6. For purposes of Sections 7.3 Section 4.3. through 7.6 4.6. of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an any offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7. The Company shall at least annually submit to the trustees such reports, materials or data as the Trustees may reasonably request so that the trustees may fully carry out the duties imposed upon them by the Shared Trust Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3(l) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Trust Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Trust Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T6e-3(l), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist agrees to provide the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 With the exception of the events described in Section 4.1(d), the Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Trust has not applied for an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), provided13(a), however, that such withdrawal 15(a) and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority 15(b) of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amendedAct, and Rule 6e-3, as adopted, to the extent such rules are applicable; Rules 6e-2(b)(15) and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.6e-3(T)(b)

Potential Conflicts. 7.1 To The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent required necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the "Mixed and Shared Funding Exemptive Order"); require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Fund's Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform Owners and (g) if applicable, a decision by a Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2 7.3 The Company will report to the Board any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the Fund, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Fund to withdraw the relevant Separate Account's investment in the Fund Fund, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board's determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VII shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VII that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the ‘40 Act and the rules thereunder to the extent required necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the “Mixed and Shared Funding Exemptive Order”) require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Fund’s Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform Owners and (g) if applicable, a decision by a Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2 7.3 The Company will report to the Board any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the Fund, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Fund to withdraw the relevant Separate Account's ’s investment in the Fund Fund, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of The following provisions apply effective upon investment in the Fund (the "Board") by a separate account of a Participating Insurance Company supporting variable life insurance contracts. 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) ), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) ), establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's ’s investment in the Fund and terminate this Agreement; Agreement with respect to such Account provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the extent required by Trust has received the "Mixed and Shared Funding Exemptive Order or by applicable lawwhich, requires the Trust and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Trust's Board of Trustees of the Fund (the "Board") will monitor the Fund each Portfolio for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the FundPortfolio, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Portfolios are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract ownersOwners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants. The Fund Board shall promptly inform the Company if it determines that have sole authority to determine whether an irreconcilable material conflict exists and the implications thereofits determination shall be binding upon Company. 7.2 7.3 The Company will report to the Board promptly any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Trust, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund Trust or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the FundTrust, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 account and obtaining any necessary approvals or orders of the SEC in connection therewith. If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Trust to withdraw the relevant Separate Account's investment in the Fund Trust, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund Portfolio(s) or its investment adviser (or any other investment adviser of the Portfolio) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board's determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if reasonably deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Trust that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 7.1. The Board of Trustees of the Fund Trust (the "Trust Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between among the interests of the contract Contract owners of all separate accounts investing in the FundTrust. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and owners, variable life insurance contract owners, and trustees of qualified pension or retirement plans; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract Contract owners; or (g) if applicable, a decision by a qualified pension or retirement plan to disregard the voting instructions of plan participants. The Fund Trust Board shall promptly inform the Company if it determines that an a material irreconcilable material conflict exists and the implications thereof. A majority of the Trust Board shall consist of Trustees who are not "interested persons" of the Trust. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware7.2. The Company will has reviewed a copy of the Mixed and Shared Funding Order, and in particular, has reviewed the conditions to the requested relief set forth therein. The Company agrees to assist the Trust Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawOrder, by providing the Trust Board with all information reasonably necessary for the Trust Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Trust Board whenever contract Contract owner voting instructions are disregarded. The Trust Board shall record in its minutes or other appropriate records, all reports received by it and all action with regard to a conflict. 7.3 7.3. If it is determined by a majority of the Trust Board, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could includeup to and including: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the relevant Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or in the case of insurance company participants submitting the question of as to whether such segregation should be implemented to by a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, Contract owners or life insurance contract owners, or variable contract Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 7.4. If a material irreconcilable the Company's disregard of voting instructions could conflict arises because with the majority of a decision by the Company to disregard Contract owner voting instructions instructions, and that decision the Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant Separate Account's investment in the Fund Trust and terminate this Agreement; providedAgreement with respect to such Separate Account, howeverand no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination shall take place within 30 days after written notice is given that this provision is being implemented, that subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Order. Until such withdrawal and termination is implemented, the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implementedTrustees. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected Separate Account's investment in the Fund Trust and terminate this Agreement with respect to such Separate Account within six months 30 days after the Board Trust informs the Company of a material irreconcilable conflict, subject to applicable law but in writing that it has determined that any event consistent with the terms of the Mixed and Shared Funding Order. Until such decision has created an irreconcilable material conflict; providedwithdrawal and termination is implemented, however, that such the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.6 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Trust Board shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust or the Underwriter be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. 7.7. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the AccountThe Trust Board's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing determination of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such existence of a material irreconcilable conflict and its implication will be made known in writing to the Company. 7.8. The Company shall at least annually submit to the Trust Board such reports, materials, or data as determined the Trust Board may reasonably request so that the Trustees may fully carry out the duties imposed upon the Trust Board by a majority of the disinterested members of Mixed and Shared Funding Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trust Board. 7.7 7.9. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 6e-3(T) is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or Participating Insurance Companiesthe Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.43.9, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(sRule( s) as so amended or adopted.

Potential Conflicts. 7.1 To 7.1. The Trust, if it determines to offer its shares to any other insurance company, separate account or to a qualified plan shall furnish the extent required Company with a copy of its application for an order of the Securities and Exchange Commission under Section 6(c) of the 1940 Act for mixed and shared funding relief, and the notice of such application and order when issued by the Shared Funding Exemptive Order SEC. The Company agrees to comply with the conditions on which such order is issued, including reporting any potential or by applicable law, existing conflicts promptly to the Board of Trustees Directors of the Fund Trust (the "Board") ), and in particular whenever contract owner voting instructions are disregarded, to the extent such conditions are not materially different from the conditions of the mixed and shared funding relief that the Company has agreed to be bound by in similar participation agreements with other fund providers, and recognizes that it shall be responsible for assisting the Board in carrying out is responsibilities in connection with such order. The Company agrees to carry out such responsibilities with a view to the interests of existing contract owners. 7.2. The Board will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundTrust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.3. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 7.4. If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) ), withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companiesthe Company) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) ), establishing a new registered management investment company or managed separate account. 7.4 7.5. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 7.5 7.6. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 7.6 7.7. For purposes of Sections 7.3 7.4 through 7.6 7.7 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or Participating Insurance Companiesthe Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 7.1. If and to the extent required that the Trust engages in mixed and shared funding as contemplated by exemptive relief provided by the Shared Funding Exemptive Order or by SEC and applicable lawto the Trust, the this Article VII shall apply. 7.2. The Board of Trustees of the Fund Trust (the "Trust Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between among the interests of the contract Contract owners of all separate accounts investing in the FundTrust. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an as action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; , (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and owners, variable life insurance contract owners, and trustees of qualified pension or retirement plans; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract Contract owners; or (g) if applicable, a decision by a qualified pension or retirement plan to disregard the voting. The Fund Trust shall promptly inform the Company if it determines that an a material irreconcilable material conflict exists and the implications thereof. A majority of the Trust Board shall consist of Trustees who are not "interested persons" of the Trust. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware7.3. The Company will has reviewed a copy of the Mixed and Shared Funding Order, and it has reviewed the conditions to the requested relief set forth therein. The Company agrees to assist the Trust Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawFording Order, by providing the Trust Board with all information reasonably necessary for the Trust Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Trust Board whenever contract Contract owner voting instructions are disregarded. The Trust Board shall record in its minutes or other appropriate records, all reports received by it and all action with regard to a conflict. 7.3 7.4. If it is determined deemed by a majority of the Trust Board, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: up to and including; (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the relevant Fund or any Portfolio and reinvesting such assets nets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or in the case of insurance company participants submitting the question of as to whether such segregation should be implemented to by a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, Contract owners or life insurance contract owners, or variable contract Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; changer and (2b) establishing a new registered management investment company or managed separate account.Separate Account, 7.4 7.5. If a material irreconcilable the Company's disregard of voting instructions could conflict arises because with the majority of a decision by the Company to disregard Contract owner voting instructions instructions, and that decision the Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, . at the FundTrust's election, to withdraw the relevant Separate Account's investment in the Fund Trust and terminate this Agreement; providedAgreement with respect to such Separate Account, howeverand no charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination shall take place within 30 days after written notice is given that this provision is being implemented, that subject to applicable law but in any event consistent with the term of the Mixed and Shared Funding Order. Until such withdrawal and termination is implemented, the Trust Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by such the foregoing to the material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implementedTrustees. 7.5 7.6. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected Separate Account's investment in the Fund Trust and terminate this Agreement with respect to such Separate Account within six months 30 days after the Board Trust informs the Company of a material irreconcilable conflict, subject to applicable but in writing that it has determined that any event consistent with the terms of the Mixed and Shared Funding Order. Until such decision has created an irreconcilable material conflict; providedwithdrawal. and termination is implemented, however, that such the Trust Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.6 7.7. For purposes of Sections 7.3 7.4 through 7.6 7.7 of this Agreement, a the majority of the disinterested members of the Trust Board shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust or the Trust Underwriter be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material irreconcilably conflict. 7.8. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the AccountThe Trust Board's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing determination of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such existence of a material irreconcilable conflict and its implication will be made known in writing to the Company. 7.9. The Company shall at least annually submit to the Trust Board such reports, materials, or data as determined the Trust Board may reasonably request so that the Trustees may fully carry out the duties imposed upon the Trust Board by a majority of the disinterested members of Mixed and Shared Funding Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trust Board. 7.7 7.10. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 6e-3(T) is adoptedadapted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed .and Shared Funding Exemptive Order, then (a) the Fund Trust and/or Participating Insurance Companiesthe Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 6-e2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawFund’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company in writing if it determines they determine that an a material irreconcilable material conflict exists and the implications thereof. The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Underwriter will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board them to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesthe Fund’s Trustees who are not affiliated with the Adviser or the Underwriter (the “Disinterested Trustees”), that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's ’s investment in the Fund and terminate this AgreementAgreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Trustees. Any such withdrawal and termination will must take place within six (6) months 30 days after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Exemptive Order. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account within six months 30 days after the Board Fund informs the Company in writing that it has determined that such decision has created an material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Disinterested Trustees. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the BoardFund. 7.6 4.6 For purposes of Sections 7.3 section 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months 30 days after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Trustees. 7.7 4.7 Upon request, the Company shall submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Mixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the application for the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the application for the Mixed and Shared Funding Exemptive Order, or (b) the Mixed and Shared Funding Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary (a) to comply with Rules 6e-2 and 6e-3(T6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and , or (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of to conform this Agreement shall continue in effect only Article 4 to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) the Mixed and Shared Funding Exemptive Order, as so amended or adoptedthe case may be.

Potential Conflicts. 7.1 To 7.1. The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawPortfolio's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Portfolio for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fundfund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundPortfolio's election, to withdraw the relevant each affected Account's investment in the Fund Portfolio and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Portfolio gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Portfolio shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Portfolio and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Portfolio shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 7.6. The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 7.7. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Portfolio and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 7.8. The Company shall at least annually submit to the Trustees such reports, providedmaterials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, howeverand said reports, that such withdrawal materials and termination data shall be limited submitted more frequently if deemed appropriate by the Trustees. 7.9. The parties shall take all such steps as may be necessary to amend this Agreement to assure compliance with all federal and state laws to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardPortfolio shares are to be sold to any unregistered accounts or to any Plan. 7.7 7.10. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Portfolio and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 7.1. The parties acknowledge that the extent required by Trust has received the “Mixed and Shared Funding Exemp­tive Order” which requires the Trust and Company to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2. The Trust’s Board of Trustees of the Fund (the "Board") will monitor the each Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Accounts of all separate accounts Company investing in the FundFunds, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Funds are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Contract owners; or (f) a decision by an insurer the Company to disregard the voting instructions of contract ownersContract owners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants. The Fund Board shall promptly inform the Company if it determines that have sole authority to determine whether an irreconcilable material conflict exists and the implications thereofits determination shall be binding upon Company. 7.2 7.3. The Company will report to the Board promptly any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Contract owners voting instructions are disregardedinstructions. 7.3 7.4. If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to Contract owner investments in the Trust, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio Fund thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio Fund of the FundTrust, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2c) establishing a new registered management manage­ment investment company (or series thereof) or managed separate account. 7.4 account and obtaining any necessary approvals or orders of the SEC in connection therewith. If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Trust to withdraw the relevant Account's ’s investment in the Fund Trust, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Contract owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund Fund(s) or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners materially and adversely affected by the irreconcilable material conflict. 7.5. In The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8. The Company acknowledges it has been advised by the Trust that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 7.1. The Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between among the interests of the contract owners of all separate accounts investing in the FundFund and determine what action is to be taken. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and owners, variable life insurance contract ownersowners and Plan trustees; or (f) a decision by an insurer to disregard the voting instructions of contract owners; or (g) if applicable, a decision by a Qualified Plan to disregard the voting instructions of Plan participants. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company and the Adviser will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, trustees that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or series thereof or managed separate account. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant affected Account's investment in the Fund and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result of the withdrawal. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six (6) month period the Adviser and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six (6) months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six (6) month period, the Adviser and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts contracts if an offer to do so has been (a) declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflictconflict or (b) pursuant to governing Qualified Plan documents and applicable law, the Qualified Plan makes the decision without a vote of its participants. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law5.1. The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and Contract owners, variable life insurance contract ownersContract owners and trustees of Plans; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract Contract owners; or (g) if applicable, a decision by a Plan to disregard voting instructions of Plan participants. The Fund Trust shall promptly inform the Company if it determines in writing of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof. 7.2 5.2. The Company will agrees to report to the Board promptly any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for and requested by the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. All communications from the Company to the Trustees may be made in care of the Trust. 7.3 5.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose Contract owners are also affected, at their its own expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, Contract owners or variable life insurance contract owners, or variable contract Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 5.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust may, if appropriate, continue to accept and implement orders by the Company for the redemption of shares of the Trust. 7.5 5.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it the Trust has determined that such decision has created an a material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust may, if appropriate, continue to accept and implement orders by the Company for the redemption of shares of the BoardTrust. 7.6 5.6. For purposes of Sections 7.3 Section 5.3 through 7.6 5.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 5.7. The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 5.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and Rule 6e-3(T), as amended, and or Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownerspolicyowners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist agrees to provide the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant each affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, however that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the applicable Portfolio. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such to adequately remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Boardapplicable Portfolio. 7.6 4.6 The Company agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Contract owners. 4.7 For purposes of Sections 7.3 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination. 4.8 The Trust has not applied for an order from the SEC granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), provided13(a), however15(a) and 15(b) of the 1940 Act, that such withdrawal and termination shall be limited Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunderto (the “Exemptive Order”), and has no present intention to apply for an Exemptive Order. To the extent required the Company determines that it requires the relief provided by any an Exemptive Order, the Company agrees to obtain such material irreconcilable conflict as determined by a majority relief or notify the Trust sufficiently in advance that the Trust may obtain an Exemptive Order on behalf of the disinterested members of the BoardCompany. 7.7 4.9 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Orderfunding, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees 7.1. The directors of the Fund (the "Board") Investment Company will monitor the Fund Investment Company for the existence of any material irreconcilable conflict between among the interests of the variable contract owners of all separate accounts investing in the FundFunds of the Investment Company. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of variable contract owners. The Fund directors of the Investment Company shall promptly inform the Insurance Company if it determines they determine that an a material irreconcilable material conflict exists and the implications thereof. The directors of the Investment Company shall have sole authority to determine whether a material irreconcilable conflict exists and their determination shall be binding upon the Insurance Company. 7.2 7.2. The Insurance Company and the Adviser each will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awaredirectors of the Investment Company. The Insurance Company and the Adviser each will assist the Board directors of the Investment Company in carrying out its their responsibilities under this Article VII and under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board directors of the Investment Company with all information reasonably necessary for the Board them to consider any issues raised. This includes, but is not limited to, an obligation of by the Insurance Company to inform the Board directors of the Investment Company whenever contract Contract owner voting instructions are disregarded. These responsibilities shall be carried out by the Insurance Company with a view only to the interests of the Contract owners and by the Adviser with a view to the interests of all contract owners. 7.3 7.3. If it is determined by a majority of the BoardDirectors of the Investment Company, or a majority of the Directors who are not interested persons of the Investment Company, any of its disinterested trustees[Portfolios/Funds], or the Adviser (the "Independent Directors"), that a material irreconcilable conflict exists, the Insurance Company and and/or other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Investment Company or any Portfolio Fund and reinvesting such those assets in a different investment medium, including (including, but not limited to) , another Portfolio Fund of the FundInvestment Company, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract variable contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.e.g., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected variable contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate accountaccount and obtaining any necessary approvals or orders of the SEC in connection therewith. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Insurance Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Insurance Company may be required, at the FundInvestment Company's election, to withdraw the relevant affected Account's investment in the Fund Investment Company and terminate this AgreementAgreement with respect to that Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implementedIndependent Directors. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Insurance Company conflicts with the majority of other state regulators, then the Insurance Company will withdraw the affected Account's investment in the Fund Investment Company and terminate this Agreement within six months after the Board informs the Company in writing with respect to that it has determined that such decision has created an irreconcilable material conflictAccount; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardIndependent Directors. 7.6 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board Independent Directors shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Investment Company be required to establish a new funding medium for the Contracts. The Insurance Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Directors of the Investment Company determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Insurance Company will withdraw the Account's investment in the Fund Investment Company and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardAgreement. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law4.1. The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; or (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trust shall promptly inform the Company if it determines of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof. 7.2 4.2. The Company will agrees to report to the Board promptly any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for and requested by the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation of All communications from the Company to inform the Board whenever contract owner voting instructions are disregardedTrustees may be made in care of the Trust. 7.3 4.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its own expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board4.4. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it the Trust has determined that such decision has created an a material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.5. For purposes of Sections 7.3 Section 4.3 through 7.6 4.5 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.6. The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Trustees. 4.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and Rule 6e-3(T), as amended, and or Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of The following provisions apply effective upon investment in the Fund (the "Board") by a separate account of a Participating Insurance Company supporting variable life insurance contracts. 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-no action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant affected Account's investment in the Fund and terminate this Agreement; Agreement with respect to such Account provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board.irreconcilable 7.7 If and to the extent that the Shared Funding Order contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement, or Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules rales are applicable; and (b) Sections 3.43.9, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Fund on and with the SEC and the order issued by the SEC dated December 18, 1996 (Order No. IC-22404) in response thereto (the “Mixed and Shared Funding Exemptive Order or by applicable lawOrder”). The Company has reviewed the conditions to the requested relief set forth in such application for exemptive relief. As set forth in such application, the Board of Trustees Directors of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners contractholders of all separate accounts (“Participating Companies”) investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (ai) an action by any state insurance regulatory authority; (bii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action actions by insurance, tax, tax or securities regulatory authorities; (ciii) an administrative or judicial decision in any relevant proceeding; (div) the manner in which the investments of any Portfolio portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract contractholders and variable life insurance contract ownerscontractholders; or (fvi) a decision by an insurer to disregard the voting instructions of contract ownerscontractholders. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 (b) The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. , This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner contractholder voting instructions are disregarded. 7.3 (c) If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contractholder investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include. Such necessary action may include but shall not be limited to: (1i) withdrawing the assets allocable to some or all of the separate accounts Account from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, contractholders and as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractholders the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. 7.4 (d) If a material irreconcilable conflict arises because as a result of a decision by the Company to disregard Contract owner its contractholder voting instructions and that said decision represents a minority position or would preclude a majority votevote by all of its contractholders having an interest in the Fund, the Company at its sole cost, may be required, at the Fund's Board’s election, to withdraw the relevant an Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 (c) For purposes of Sections 7.3 through 7.6 the purpose of this AgreementSection 10, a majority of the disinterested Board members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by this Section 7.3 10 to establish a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of the Contract owners or participants materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the 7.1. The Board of Trustees Directors of SBL Fund, (referred to in this Article VII as the Fund (the "“Board") ”), will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Variable Insurance Product owners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.2. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. 7.3 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners. 7.4 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's ’s investment in the Fund and terminate this AgreementAgreement with respect to such Account (at the Company’s expense); provided, however, however that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the a Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Distributor shall continue to accept and implement orders by the Company for the purchase (and redemption) of Fund shares, subject to the terms of the Fund’s then-current prospectus. 7.5 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the position of the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Funds shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund (subject to any applicable regulatory approval) and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 7.7. If and to the extent the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1. The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawTrust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. 7.2 4.2. The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Trust Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregarded.instructions. 7 7.3 4.3. If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesTrustees, that a an irreconcilable material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different difference investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4. If a an irreconcilable material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the FundTrust's election, to withdraw the relevant affected Account's investment in the Fund Trust and terminate this AgreementAgreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. Any such withdrawal and termination will must take place within six (6) months after the Fund Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5 4.5. If a any irreconcilable material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it has had determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing irreconcilable material conflict as determined by a majority of the required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.6. For purposes of Sections 7.3 Section 4.3. through 7.6 4.6. of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an any offer to do so has 8 been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.7. The Company shall at least annually submit tot he trustees such reports, materials or data as the Trustees may reasonably request sot hat the trustees may fully carry out the duties imposed upon them by the Shared Trust Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3(l) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Trust Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Trust Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T6e-3(l), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of the Fund (the "“Board"”) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant Account's ’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.43.9, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 7.1. If the extent required Trust determines to offer Fund shares to any other insurance company, separate account or to a qualified plan, then the Trust shall furnish the Company with a copy of its application for an order of the SEC under Section 6(c) of the 1940 Act for mixed and shared funding relief, and the notice of such application and order when issued by the Shared Funding Exemptive Order SEC. The Company agrees to comply with the conditions on which such order is issued, including reporting any potential or by applicable law, existing conflicts promptly to the Board of Trustees of the Fund Trust (the "Board") ), and in particular whenever contract owner voting instructions are disregarded, to the extent such conditions are not materially different from the conditions of the mixed and shared funding relief that the Company has agreed to be bound by in similar participation agreements with other fund providers, and recognizes that it shall be responsible for assisting the Board in carrying out is responsibilities in connection with such order. The Company agrees to carry out such responsibilities with a view to the interests of existing contract owners. If and during the time that the Trust engages in activities that require a Shared Exemptive Order, the parties shall comply with this Article VII. 7.2. The Board will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundTrust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersowners or trustees of qualified pension or retirement plans; or (f) a decision by an insurer to disregard the voting instructions of contract ownersowners or if applicable, a decision by a qualified pension or retirement plan to disregard the voting instructions of its participants. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 7.3. The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.are

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees of The following provisions apply effective upon investment in the Fund (the "Board") by a separate account of a Participating Insurance Company supporting variable life insurance contracts. 7.1 The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable lawOrder, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesmembers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: up to and including: (1) ), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) ), establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant affected Account's investment in the Fund and terminate this Agreement; Agreement with respect to such Account provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the company for the purchase (and redemption) of shares of the Fund. 7.6 For purposes of Sections Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the ‘40 Act and the rules thereunder to the extent required necessary to permit the Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the “Mixed and Shared Funding Exemptive Order”) require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Fund’s Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform Owners and (g) if applicable, a decision by a Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2 7.3 The Company will report to the Board any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the Fund, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Fund to withdraw the relevant Separate Account's ’s investment in the Fund Fund, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law4.1. The parties acknowledge that a Portfolios shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; or (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trust shall promptly inform the Company if it determines of any determination by the Trustees that an a material irreconcilable material conflict exists and of the implications thereof. 7.2 4.2. The Company will agrees to report to the Board promptly any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board Trustees with all information reasonably necessary for and requested by the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation of All communications from the Company to inform the Board whenever contract owner voting instructions are disregardedTrustees may be made in care of the Trust. 7.3 4.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesTrustees, that a material irreconcilable conflict existsexists that affects the interests of contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its own expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the FundTrust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board4.4. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's Accounts investment in the Fund Trust and terminate this Agreement with respect to such Account within six (6) months after the Board informs Trustees inform the Company in writing that it the Trust has determined that such decision has created an a material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the BoardTrust. 7.6 4.5. For purposes of Sections 7.3 Section 4.3 through 7.6 4.5 of this Agreement, a majority of the disinterested members of the Board Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's Accounts investment in the Fund Trust and terminate this Agreement within six (6) months after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardTrustees. 7.7 4.6. The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Trustees. 4.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and Rule 6e-3(T), as amended, and or Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required by the Shared Funding Exemptive Order or by applicable law, the Board of Trustees Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Series are being managed; (emanaged;(e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which the Company is or becomes aware. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3 If it is determined by a majority of the Board, or a majority of its disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Series and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the relevant Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To the extent required (a) The Company has received a copy of an application for exemptive relief, as amended, filed by the Fund on and with the SEC and the order issued by the SEC dated December 18, 1996 (Order No. IC-22404) in response thereto (the "Mixed and Shared Funding Exemptive Order or by applicable lawOrder"). The Company has reviewed the conditions to the requested relief set forth in such application for exemptive relief. As set forth in such application, the Board of Trustees Directors of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners contractholders of all separate accounts ("Participating Companies") investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (ai) an action by any state insurance regulatory authority; (bii) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action actions by insurance, tax, tax or securities regulatory authorities; (ciii) an administrative or judicial decision in any relevant proceeding; (div) the manner in which the investments of any Portfolio portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract contractholders and variable life insurance contract ownerscontractholders; or (fvi) a decision by an insurer to disregard the voting instructions of contract ownerscontractholders. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2 (b) The Company will report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareBoard. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner contractholder voting instructions are disregarded. 7.3 (c) If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contractholder investments in a Fund, the Board shall give prompt notice to all Participating Companies. If the Board determines that the Company is responsible for causing or creating said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include. Such necessary action may include but shall not be limited to: (1i) withdrawing the assets allocable to some or all of the separate accounts Account from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, medium or submitting the question of whether such segregation should be implemented to a vote of all affected Contract owners and, contractholders and as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractholders the option of making such a change; and and/or (2ii) establishing a new registered management investment company or managed separate account. 7.4 (d) If a material irreconcilable conflict arises because as a result of a decision by the Company to disregard Contract owner its contractholder voting instructions and that said decision represents a minority position or would preclude a majority votevote by all of its contractholders having an interest in the Fund, the Company at its sole cost, may be required, at the FundBoard's election, to withdraw the relevant an Account's investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 (e) For purposes of Sections 7.3 through 7.6 the purpose of this AgreementSection 10, a majority of the disinterested Board members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contractsany Contract. The Company shall not be required by this Section 7.3 10 to establish a new funding medium for the Contracts any Contract if an offer to do so has been declined by vote of a majority of the Contract owners or participants materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1 To 4.1 The parties acknowledge that the extent required by the Shared Funding Exemptive Order or by applicable lawFund’s Shares may be made available for investment to other Participating Insurance Companies. In such event, the Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundParticipating Insurance Companies. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Fund Trustees shall promptly inform the Company in writing if it determines they determine that an a material irreconcilable material conflict exists and the implications thereof. The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Underwriter will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party. 7.2 4.2 The Company will agrees to promptly report to the Board any potential or existing conflicts between the interests of contract owners of different separate accounts of which it is aware to the Company is or becomes awareTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board Trusteess with all information reasonably necessary for the Board them to consider any issues raised. This includesraised including, but is not limited to, an obligation of information as to a decision by the Company to inform the Board whenever contract disregard Contract owner voting instructions are disregardedinstructions. 7.3 4.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested trusteesthe Fund’s Trustees who are not affiliated with the Adviser or the Underwriter (the “Disinterested Trustees”), that a material irreconcilable conflict existsexists that affects the interests of Contract owners, the Company and shall, in cooperation with other Participating Insurance Companies shallwhose contract owners are also affected, at their its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which steps could include: : (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. 7.4 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's ’s election, to withdraw the relevant affected Account's ’s investment in the Fund and terminate this AgreementAgreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Trustees. Any such withdrawal and termination will must take place within six (6) months 30 days after the Fund gives written notice that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Exemptive Order. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares. 7.5 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's ’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account within six months 30 days after the Board Fund informs the Company in writing that it has determined that such decision has created an material irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Disinterested Trustees. Until the end of such 30 day period, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the BoardFund. 7.6 4.6 For purposes of Sections 7.3 section 4.3 through 7.6 4.6 of this Agreement, a majority of the disinterested members of the Board Disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Company be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable material conflict. In the event that the Board determines Trustees determine that any proposed action does not adequately remedy any material irreconcilable material conflict, then the Company will withdraw the Account's ’s investment in the Fund and terminate this Agreement within six (6) months 30 days after the Board informs Trustees inform the Company in writing of the foregoing determination, ; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the BoardDisinterested Trustees. 7.7 4.7 Upon request, the Company shall submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Mixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that (a) Rule 6e-2 and Rule 6e-3(T6e-3 (T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the application for the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the application for the Mixed and Shared Funding Exemptive Order, or (b) the Mixed and Shared Funding Exemptive Order is granted on terms and conditions that differ from those set forth in this Article 4, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary (a) to comply with Rules 6e-2 and 6e-3(T6e-3 (T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and , or (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4, and 7.5 of to conform this Agreement shall continue in effect only Article 4 to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) the Mixed and Shared Funding Exemptive Order, as so amended or adoptedthe case may be.

Potential Conflicts. 7.1 To The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the ‘40 Act and the rules thereunder to the extent required necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the “Mixed and Shared Funding Exemptive Order”); require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order or by applicable lawand those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 7.2 The Fund’s Board of Trustees of the Fund (the "Board") will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the contract owners Owners of all separate accounts Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, ruling or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio the Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract ownersOwners; or (f) a decision by an insurer a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform Owners and (g) if applicable, a decision by a Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2 7.3 The Company will report to the Board any potential or existing conflicts between to the interests of contract owners of different separate accounts of which the Company is or becomes awareBoard. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order and under applicable law, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This The responsibility includes, but is not limited to, an obligation of by the Company to inform the Board whenever contract owner it has determined to disregard Owners voting instructions are disregardedinstructions. 7.3 7.4 If it is determined by a majority of the Board, or a majority of its disinterested trusteesBoard members, determines that a material irreconcilable conflict existsexists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and other Participating Insurance Companies shallexpense, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are such action as is necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: . Such necessary action may include but shall not be limited to: (1a) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund or any Portfolio thereof and reinvesting such those assets in a different investment medium, including (but not limited to) which may include another Portfolio of the Fund, or another investment company; (b) submitting the question of as to whether such segregation should be implemented to a vote of all affected Contract owners and, Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance contract owners, or variable contract owners Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners Owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. 7.4 . If a material irreconcilable conflict arises because of a the Company’s decision by the Company to disregard Contract owner Owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, election of the Fund to withdraw the relevant Separate Account's ’s investment in the Fund Fund, and terminate this Agreement; provided, however, that no charge or penalty will be imposed as a result of such withdrawal and termination withdrawal. The responsibility to take such remedial action shall be limited carried out with a view only to the extent required by such material irreconcilable conflict as determined by a majority interests of the disinterested members of Owners. For the Board. Any such withdrawal and termination will take place within six (6) months after the Fund gives written notice that this provision is being implemented. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.6 For purposes of Sections 7.3 through 7.6 of this AgreementArticle, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Contracts. The Company shall not be required by Section 7.3 this Article to establish a new funding medium for the any Variable Contracts if an any offer to do so has been declined by a vote of a majority of Contract owners Owners materially and adversely affected by the irreconcilable material conflict. In . 7.5 The Board’s determination of the event existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company. 7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflictmay fully carry out its obligations. Such reports, then the Company will withdraw the Account's investment in the Fund materials, and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination data shall be limited to the extent required submitted more frequently if deemed appropriate by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, SEC promulgates new rules or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act or the rules promulgated thereunder regulations with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, Companies as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 such rules and 6e-3(T), as amended, and Rule 6e-3regulations, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4this Article VI shall be deemed to incorporate such new terms and conditions, and 7.5 any term or condition of this Agreement Article VI that is inconsistent therewith, shall continue be deemed to be succeeded thereby. 7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended prospectuses or adoptedother applicable disclosure documents.