Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. The Board of Trustees of the Fund (the "Fund Board") will monitor the Fund for the existence of any irreconcilable material irreconcilable conflict between among the interests of the contract owners contractowners 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, 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, 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 Participating Insurance Companies or by variable annuity contract owners and variable life insurance contract ownerscontractowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownerscontractowners. The Fund Board shall will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Fund Board. The Company will agrees to assist the Fund Board in carrying out its responsibilities under responsibilities, as delineated in the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contract owner contractowner voting instructions are to be disregarded. The Company's responsibilities hereunder will be carried out with a view only to the interest of contractowners. 7.3. If it is determined by a majority of the Fund Board, or a majority of its disinterested trustees, that a an irreconcilable material irreconcilable conflict exists, the Company and other Participating Insurance Companies shallwill, 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, up to and including: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, contractowners or variable life insurance policy owners, or variable contract owners contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractowners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner contractowner 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 Fund's election, to withdraw the affected subaccount of the Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)subaccount; provided, however however, that such withdrawal and termination shall will be limited to the extent required by the foregoing irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members trustees of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. 7.5. The If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company agrees that it bears conflicts with the responsibility to take remedial action majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Account's investment in the event of a Board determination of an Fund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict and as determined by a majority of the cost disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownerswithdrawal. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Fund Board shall will determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund or the Adviser (or any other investment adviser to the Fund) be required to establish a new funding medium for the Contracts. The Company shall will not be required by Section 7.3 through 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 contractowners materially adversely affected by the irreconcilable material conflict. 7.67.7. The Company will at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Fund Board. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 then: (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall will 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 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement will 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. 7.15.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes the same conditions and undertakings as are imposed on LIFE COMPANY hereby. 5.2 The Board will monitor the Fund TRUST for the existence of any material irreconcilable conflict between the interests of the contract Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in the FundTRUST. 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 TRUST are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Variable Contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2. The Company 5.3 LIFE COMPANY will report any potential or existing material irreconcilable conflict conflicts of which it is becomes aware to the Board. The Company LIFE COMPANY will assist be responsible for assisting the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, duties in this regard 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 by the Company LIFE COMPANY to inform the Board whenever contract it has determined to disregard Variable Contract owner voting instructions are disregardedinstructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 7.3. 5.4 If it is determined by a majority of the Board, Board or a majority of its disinterested trusteesTrustees, determines that a material irreconcilable conflict existsexists affecting LIFE COMPANY, the Company and other Participating Insurance Companies shallLIFE COMPANY, at their its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested trusteesTrustees), will take whatever any steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: ; (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 as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance policy 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 Variable Contract owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. No If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Variable Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.4, a majority of the disinterested 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 TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for the Contractsany Variable Contract. The Company Further, LIFE COMPANY shall not be required by this Section 7.3 through 7.4 5.4 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 Variable Contract owners materially and adversely affected by the irreconcilable material conflict. 7.6. If 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall submit to the extent Board such reports, materials or data as the Board may reasonably request so that Rule 6e-2 and Rule 6e-3(T) are amendedthe Board may fully carry out its obligations. Such reports, 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 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 amendedmaterials, and Rule 6e-3, as adopted, to data shall be submitted more frequently if deemed appropriate by the extent such rules are applicableBoard.

Potential Conflicts. 7.15.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes the same conditions and undertakings as are imposed on LIFE COMPANY hereby. 5.2 The Board will monitor the Fund TRUST for the existence of any material irreconcilable conflict between the interests of the contract Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in the FundTRUST. 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 TRUST are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Variable Contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2. The Company 5.3 LIFE COMPANY will report any potential or existing material irreconcilable conflict conflicts of which it is becomes aware to the Board. The Company LIFE COMPANY will assist be responsible for assisting the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, duties in this regard 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 by the Company LIFE COMPANY to inform the Board whenever contract it has determined to disregard Variable Contract owner voting instructions are disregardedinstructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 7.3. 5.4 If it is determined by a majority of the Board, Board or a majority of its disinterested trusteesTrustees, determines that a material irreconcilable conflict existsexists affecting LIFE COMPANY, the Company and other Participating Insurance Companies shallLIFE COMPANY, at their its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested trusteesTrustees), will take whatever any steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: ; (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 as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance policy ownersi.e variable annuity, or variable contract life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Variable Contract owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. No If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Variable Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.4, a majority of the disinterested 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 TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for the Contractsany Variable Contract. The Company Further, LIFE COMPANY shall not be required by this Section 7.3 through 7.4 5.4 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 Variable Contract owners materially and adversely affected by the irreconcilable material conflict.] 7.6. If 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the extent Board such reports, materials or data as the Board may reasonably request so that Rule 6e-2 and Rule 6e-3(T) 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 the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as Board 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.fully carry out its obligations under this Article V.

Potential Conflicts. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract Contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 trusteesdirectors, 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, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts 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 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 policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account (at the Company's ’s expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through and 7.4 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 through or 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.15.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Article V. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes substantially the same conditions and undertakings as are imposed on LIFE COMPANY by this Article V. 5.2 The Board will monitor the Fund TRUST for the existence of any material irreconcilable conflict between the interests of the contract Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in the FundTRUST. 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 TRUST are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Variable Contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2. The Company 5.3 LIFE COMPANY will report any potential or existing material irreconcilable conflict conflicts of which it is becomes aware to the Board. The Company LIFE COMPANY will assist be responsible for assisting the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, duties in this regard 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 by the Company LIFE COMPANY to inform the Board whenever contract it has determined to disregard Variable Contract owner voting instructions are disregardedinstructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 7.3. 5.4 If it is determined by a majority of the Board, Board or a majority of its disinterested trusteesTrustees, determines that a material irreconcilable conflict existsexists affecting LIFE COMPANY, the Company and other Participating Insurance Companies shallLIFE COMPANY, at their its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested trusteesTrustees), will take whatever any steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: ; (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 as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance policy 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 Variable Contract owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. No If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account's investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Variable Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.4, a majority of the disinterested 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 TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for the Contractsany Variable Contract. The Company Further, LIFE COMPANY shall not be required by this Section 7.3 through 7.4 5.4 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 Variable Contract owners materially and adversely affected by the irreconcilable material conflict.] 7.6. If 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 LIFE COMPANY shall from time to time submit to the extent Board such reports, materials or data as the Board may reasonably request so that Rule 6e-2 and Rule 6e-3(T) 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 the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as Board 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.fully carry out its obligations under this Article V.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract Contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 trusteesdirectors, 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, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts 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 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 policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through and 7.4 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 through or 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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, 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's Accounts investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 7.5 For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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. 7.7 Each of the Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 Contract owners, life insurance policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented , and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented , unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding finding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. The Board will monitor the Fund Portfolios for the existence of any material irreconcilable conflict between among the interests of the contract Contract owners of all separate accounts Accounts investing in the FundPortfolios and determine what action, if any, should be taken in response to such conflicts. 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 the Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity contract owners and variable life insurance contract Contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract Contract owners. The Board shall will promptly inform the Company if it determines that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Upon reasonable request, the Company will agrees to assist the Board in carrying out its responsibilities under responsibilities, as delineated in the Mixed and Shared Funding Exemptive Order, 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 by the Company to inform the Board whenever contract it has determined to disregard Contract owner voting instructions are disregardedinstructions. The Company’s responsibilities hereunder will be carried out with a view only to the interest of Contract owners. 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 shallwill, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesdirectors), take whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1a) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund or any Portfolio Portfolios and reinvesting such assets in a different investment medium, including (but not limited tosubject to the requirements of Section 26(c) another Portfolio of the Fund1940 Act, or submitting the question 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., variable annuity contract owners, Contract owners or variable life insurance policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract 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 Fund's ’s election, to withdraw the affected Account's ’s investment in the Fund Portfolios and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination will be limited to the extent required to remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination shall take place within six (6) months after written notice is given that this provision is being implemented. Unless doing so would exacerbate the conflict, until such withdrawal and termination is implemented, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares. 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 Account’s investment in the Portfolios and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. The Any such withdrawal and termination shall take place within six (6) months after written notice is given that this provision is being implemented. Until such withdrawal and termination is implemented, the Fund shall continue to accept and implement orders by the Company agrees that it bears for the responsibility to take remedial action in the event purchase and redemption of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownersShares. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Board shall will determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund Fund, the Distributor or the Adviser be required to establish a new funding medium for the Contracts. The Company shall will not be required by Section 7.3 through 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 material irreconcilable material conflict. 7.67.7. The Company will at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Board. 7.8. The Fund, the Distributor and the Adviser will at least annually submit to the Company such reports, materials or data as the Company may reasonably request so that the Company may fully carry out the duties imposed upon it by state and federal regulators, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Company. 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 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 then: (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall will 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 will 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. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding finding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.15.1 The parties acknowledge that Investment Company has received a "mixed and shared funding "exemptive order from the SEC granting relief from various provisions of the Investment Company Act of 1940 and the rules thereunder to the extent necessary to permit Investment Company shares to be sold to and held by Variable Insurance Products separate accounts of both affiliated and unaffiliated participating insurance companies. The exemptive order requires the Investment Company and each participating insurance company to comply with conditions and undertakings substantially as provided in this Article V. The Investment Company will not enter into a participation agreement with any other participating insurance company unless it imposes the same conditions and undertakings as are imposed on the Company. 5.2 The Investment Company's Board of Trustees ("Board") will monitor the Fund Investment Company for the existence of any material irreconcilable conflict between the interests of the contract Contract owners of all separate accounts investing in the FundInvestment Company. 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 Investment Company are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Contract owners; or and (f) a decision by a Participating Insurance Company participating insurance company to disregard the voting instructions of contract Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. 5.3 The Company will report any potential or existing material irreconcilable conflict of which it is aware conflicts to the Investment Company's Board. The Company will assist be responsible for assisting the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, duties in this regard 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 by the Company to inform the Board whenever contract it has determined to disregard Contract owner voting instructions are disregardedinstructions. These responsibilities of the Company will be carried out with a view only to the interests of the Contract owners. 7.3. 5.4 If it is determined by a majority of the Board, Board or a majority of its disinterested trusteesTrustees, determines that a material irreconcilable conflict existsexists affecting the Company, then the Company and other Participating Insurance Companies shallCompany, at their its expense and to the extent reasonably practicable (as determined by a majority of the Board's disinterested trusteesTrustees), will take whatever any steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1a) withdrawing the assets allocable to some or all of the separate accounts from the Fund Investment Company 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 FundInvestment Company, or another investment company; (b) submitting the question 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 policy owners, or variable contract owners of one or more Participating Insurance Companiesparticipating 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 investment company (or series thereof) or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a the Company's decision by the Company to disregard contract Contract owner voting instructions instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, required at the Fund's electionelection of the Investment Company, to withdraw the affected Account's its separate accounts' investment in the Fund Investment Company, and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.4, 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 Investment Company or any investment adviser of the Investment Company be required to establish a new funding medium for any Contract. Further, the Contracts. The Company shall not be required by this Section 7.3 through 7.4 5.4 to establish a new funding medium for the Contracts any Contract 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. 7.6. If 5.5 The Board's determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the extent Company. 5.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that Rule 6e-2 and Rule 6e-3(T) are amendedthe Board may fully carry out its obligations. Such reports, 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 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 amendedmaterials, and Rule 6e-3, as adopted, to data shall be submitted more frequently if deemed appropriate by the extent such rules are applicableBoard.

Potential Conflicts. 7.1. The Fund Board will monitor the Fund for the existence of any irreconcilable material irreconcilable conflict between among the interests of the contract owners contractowners 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 Participating Insurance Companies or by variable annuity contract owners and variable life insurance contract ownerscontractowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownerscontractowners. The Fund Board shall will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Fund Board. The Company will agrees to assist the Fund Board in carrying out its responsibilities under responsibilities, as delineated in the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contract owner contractowner voting instructions are to be disregarded. The Company's responsibilities hereunder will be carried out with a view only to the interest of contractowners. 7.3. If it is determined by a majority of the Fund Board, or a majority of its disinterested trusteesdirectors, that a an irreconcilable material irreconcilable conflict exists, the Company and other Participating Insurance Companies shallwill, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (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 whether such segregation should be implemented to a vote of all affected Contract owners contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, contractowners or variable life insurance policy owners, or variable contract owners contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractowners the option of making such a change; and (2b) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner contractowner 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 Fund's election, to withdraw the affected subaccount of the Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)subaccount; provided, however however, that such withdrawal and termination shall will be limited to the extent required by the foregoing irreconcilable material irreconcilable conflict as determined by a majority of the disinterested members directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. 7.5. The If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company agrees that it bears conflicts with the responsibility to take remedial action majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Account's investment in the event of a Board determination of an Fund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict and as determined by a majority of the cost disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownerswithdrawal. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Fund Board shall will determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund or the Adviser (or any other investment adviser to the Fund) be required to establish a new funding medium for the Contracts. The Company shall will not be required by Section 7.3 through 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 contractowners materially adversely affected by the irreconcilable material conflict. 7.67.7. The Company will at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Fund Board. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 then: (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall will 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 will 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. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, Order by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company’s expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 Trust’s election, to withdraw the affected Account's ’s investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator’s decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust’s direction, to withdraw the affected Account’s investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account’s investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees’ determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VIII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 CompaniesCompany, 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, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, Order by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VIII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 CompaniesCompany, 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, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract Contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 trusteesdirectors, 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, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts 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 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.I.E., annuity contract owners, life insurance policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through and 7.4 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 through or 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract Contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question 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 policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a decision by the a Company to disregard contract Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the that Company may be required, at the FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 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 under the ▇▇▇▇ ▇▇▇. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, 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 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 trusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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.I.E., annuity contract owners, life insurance policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)each Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by 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 Any such withdrawal. The Company agrees withdrawal and termination must take place within six (6) months after the Fund gives written notice that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial actionthis provision is being implemented, and these responsibilities will be carried out with a view only until the end of that six month period the Fund shall continue to accept and implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares 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 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 7.4 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 through 7.4 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. 7.67.7. 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) 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

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: to (1) withdrawing the assets allocable to some or all of the separate accounts Accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 Contract owners, life insurance policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented , and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented , unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding finding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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, 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's Accounts investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 7.5 For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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. 7.7 The Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request.

Potential Conflicts. 7.1. The Fund 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Fund Board. The Company will assist the Fund Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Fund 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 trusteesFund Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)each Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund Board. No charge or penalty will be imposed as a result of Any such withdrawal. The Company agrees withdrawal and termination must take place within six (6) months after the Fund gives written notice that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial actionthis provision is being implemented, and these responsibilities will be carried out with a view only until the end of that six month period the Fund shall continue to accept and implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares 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 Fund 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 the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund 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 7.4 7.6 of this Agreement, a majority of the disinterested members of the Fund 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 through 7.4 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 Fund 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 Fund 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 Fund Board. 7.67.7. 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) 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 3.5, 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. 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 owners and variable life insurance contract Variable Insurance Product owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company in writing if it determines that an irreconcilable material conflict exists exists, with a description of the facts that give rise to such conflict, and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 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 trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.5. No charge or penalty 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 be imposed as a result of withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such withdrawal. The Account within six months after the Board informs the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of has determined that such decision has created an irreconcilable material conflict conflict; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe 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. 7.57.6. For purposes of Sections 7.3 through 7.4 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 Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 through 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. 7.67.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 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. 7.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 7.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 7.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 7.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and supplement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 7.6 For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding finding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 7.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 7.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 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. 7.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 5.1 The Board of Trustees of TRUST and MANAGERS TRUST (the "Boards") will monitor TRUST and MANAGERS TRUST, respectively, (collectively the Fund "Funds"), for the existence of any material irreconcilable conflict between the interests of the contract Variable Contract owners of all separate accounts Participating Insurance Company Separate Accounts investing in the FundFunds. An A material irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authorityauthority action; (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 the Funds. 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 Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract Variable Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company 5.2 LIFE COMPANY will report any potential or existing material irreconcilable conflict of which it is aware conflicts to the BoardBoards. The Company LIFE COMPANY will assist the provide each appropriate Board with all information reasonably necessary for it to consider any issues raised in carrying out its responsibilities under the Shared Funding Exemptive Order, Conditions set forth in the notice issued by providing the Board with all information reasonably necessary SEC for the Board to consider any issues raisedFunds on April 12, 1995 (the "Notice") (Investment Company Act Release No. This includes21003), but is not limited to, an obligation by the Company to which LIFE COMPANY has reviewed. LIFE COMPANY will inform the each appropriate Board whenever contract Variable Contract owner voting instructions are disregardeddisregarded by LIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 7.3. 5.3 If it is determined by a majority of the Board, Board of a Fund or a majority of its disinterested trusteestrustees or directors, determines that a material irreconcilable conflict exists, affecting the Company and other Participating Insurance Companies shallLIFE COMPANY, LIFE COMPANY, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteestrustees or directors), will take whatever any steps are necessary to remedy or eliminate the material irreconcilable conflict consistent with the terms and conditions set forth in the Notice. If a material conflictirreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, up to and including: (1) withdrawing that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the assets allocable to some or all election 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 relevant Fund, or submitting the question whether to withdraw its Separate Account's investment in such segregation should be implemented to a vote of all affected Contract owners andFund, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance 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. No no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Variable Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.3, a majority of the disinterested members of the applicable Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event will the relevant Fund or N&B MANAGEMENT (or any other investment adviser of the Funds) be required to establish a new funding medium for any Variable Contract. 5.4 Any Board's determination of the Contractsexistence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.5 No less than annually, LIFE COMPANY shall submit to the Boards such reports, materials or data as such Boards may reasonably request so that the Boards may fully carry out the obligations imposed upon them by these Conditions. The Company Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the applicable Boards, provided that such request shall not be required by Section 7.3 through 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 conflictunreasonable. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.1. The Board Directors will monitor the Fund ING VPI for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants of all separate accounts investing in the FundING VPI. 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board ING VPI shall promptly inform the Company if it determines the Directors determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardDirectors. The Company will assist the Board Directors in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Directors whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardDirectors, or a majority of its the disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesDirectors), take take, at the Company's expense (but only if the Directors determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of ING VPI or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund ING VPI or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundING VPI, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundING VPI's election, to withdraw the affected Account's investment in the Fund one or more portfolios of ING VPI and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Directors. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after ING VPI gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and ING VPI shall, to the extent permitted by law and any exemptive relief previously granted to ING VPI, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of ING VPI. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at ING VPI's direction, to withdraw the affected Account's investment in one or more Authorized Funds of ING VPI; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Directors. Any such withdrawal and termination must take place within six (6) months after ING VPI gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and ING VPI shall, to the extent permitted by law and any exemptive relief previously granted to ING VPI, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of ING VPI. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Board Directors shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will . Neither ING VPI nor the Fund Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Directors determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of ING VPI and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to ING VPI) after the Directors 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 Directors. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Directors' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 the Fund (a) ING VPI 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Directors may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. (a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties hereto shall comply with the conditions in this Section 4. (b) The Investment Company’s Board will ofTrustees shall monitor the Fund Investment Company for the existence of any material irreconcilable conflict (i) between the interests of the contract owners of all separate accounts investing variable annuity contracts and variable life insurance policies, and (ii) between the interests of owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in the FundInvestment Company. An A material irreconcilable material conflict may arise for a variety of reasons, including: (aA) an action by any state insurance regulatory authority; (bB) 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; (cC) an administrative or judicial decision in any relevant proceeding; (dD) the manner in which the investments of any Portfolio Fund of the Investment Company are being managed; (eE) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (fF) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists owners of variable annuity contracts and the implications thereofvariable life insurance policies. 7.2. (c) The Company will Insurer agrees that it shall report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardInvestment Company’s Board of Trustees. The Company Insurer will assist be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, 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 by the Company Insurer to inform the Board whenever contract owner Variable Contract Owner voting instructions are disregarded. The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract Owners. 7.3. If (d) The Insurer agrees that in the event that it is determined by a majority of the Board, Board of Trustees of the Investment Company or a majority of its the Investment Company’s disinterested trustees, Trustees that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies Insurer shall, at their its expense and to the extent reasonably practicable (as determined by a majority ofthe disinterested Trustees ofthe Board of the disinterested trusteesInvestment Company), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1i) withdrawing the assets allocable to some or all of the separate accounts Separate Accounts from the Fund Investment Company or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fundportfolio ofthe Investment Company, or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners Owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, owners or life insurance policy owners, or variable contract owners of contracts issued by one or more Participating Insurance Companies) ), that votes in favor of such segregation, or offering to the affected contract owners Variable Contract Owners the option of making such a change; and (2ii) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.If

Potential Conflicts. 7.1. The Board directors of the Trust will monitor the each Fund for the existence of any material irreconcilable conflict between the interests of the contract variable Contract owners of all separate accounts investing in the FundTrust and the participants of all Qualified Plans investing in the Trust. 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 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of variable contract owners. The Board directors of the Trust shall promptly inform the Insurance Company if it determines they determine that an irreconcilable material conflict exists and the implications thereof. The directors of the Trust shall have sole authority to determine whether an irreconcilable material conflict exists and their determination shall be binding upon the Insurance Company. 7.2. The Insurance Company and the Distributor each will report promptly any potential or existing material irreconcilable conflict conflicts of which it is aware to the Boarddirectors of the Trust. The Insurance Company and the Distributor each will assist the Board directors of the Trust in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board directors of the Trust with all information reasonably necessary for the Board them to consider any issues raised. This includes, but is not limited to, an obligation by the Insurance Company to inform the Board directors of the Trust whenever contract Contract owner voting instructions are to be 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 Distributor with a view only to the interests of Contract owners and Qualified Plan participants. 7.3. If it is determined by a majority of the Boarddirectors of the Trust, or a majority of the directors who are not interested persons of the Trust, any of its disinterested trusteesFunds, or the Distributor (the “Independent Directors”), that a material irreconcilable conflict exists, the Insurance Company and and/or other Participating Insurance Companies or Qualified Plans that have executed participation agreements shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesIndependent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable attributable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such those assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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 account. No charge account and obtaining any necessary approvals or penalty will be imposed as a result orders of such withdrawal. The Company agrees that it bears the responsibility to take remedial action SEC in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownersconnection therewith. 7.4. If a material irreconcilable conflict arises because of a decision by the Insurance Company to disregard contract 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 Fund's Trust’s election, to withdraw the affected Account's ’s investment in the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)that Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and, until the end of that six month period, the Trust shall continue to accept and implement orders by the Insurance Company for the purchase (and redemption) of shares of the BoardTrust. 7.5. No charge or penalty 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 be imposed as a result of such withdrawal. The Company agrees that it bears withdraw the responsibility to take remedial action affected Account’s investment in the event Trust and terminate this Agreement with respect to that Account within six months after the directors of a Board determination of the Trust inform the Insurance Company in writing that they have determined that the state insurance regulator’s decision has created an irreconcilable material conflict conflict; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe Independent Directors. Until the end of the foregoing six month period, the Trust shall continue to accept and implement orders by the Insurance Company for the purchase (and redemption) of shares of the Trust. 7.57.6. For purposes of Sections 7.3 through 7.4 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 irreconcilable material conflict, but in no event will the Fund Trust be required to establish a new funding medium for the Contracts. The Insurance Company shall not be required by Section 7.3 through 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 directors of the Trust determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Insurance Company will withdraw the Account’s investment in the Trust and terminate this Agreement within six (6) months after the directors of the Trust inform the Insurance Company in writing of the foregoing determination, provided, however, that the withdrawal and termination shall be limited to the extent required by the material irreconcilable conflict, as determined by a majority of the Independent Directors. 7.67.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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 those 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 those Sections are contained in the Rule(s) as so amended or adopted.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall 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, up to and including: reasonably (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.14.1 The parties acknowledge that the Fund's Shares may be made available for investment to other Participating Insurance Companies. The Board In such event, the Directors 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 authoritiesdecision in any relevant proceeding; (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 owners and variable life insurance contract ownerscontract; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Directors 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardDirectors. The Company will assist the Board Directors in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This includesraised including, but is not limited to, an obligation 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 BoardDirectors, or a majority of its disinterested trusteesthe Fund's Directors who are not affiliated with the Company or the Underwriter (the "Disinterested Directors"), 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), Directors) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: 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 policy owners, 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 4.4 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 affected Account's (or Accounts') investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expenseAccount(s); provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Disinterested Directors. Any such withdrawal and termination must take place within 30 days after the Fund gives written notice that this provision is being implemented. 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 Board. No charge Fund. 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 (or penalty will be imposed as a result of Accounts') investment in the Fund and terminate this Agreement with respect to such withdrawal. The Account(s) within 30 days after the Fund informs the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost Disinterested Directors. Until the end of such remedial action30-day period, the Fund shall continue to accept and these responsibilities will be carried out with a view only to implement orders by the interests Company for the purchase and redemption of Contract ownersShares of the Fund. 7.5. 4.6 For purposes of Sections 7.3 4.3 through 7.4 4.6 of this Agreement, a majority of the disinterested members of the Board Disinterested Directors 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 through 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. 7.6. If In the event that the Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the affected Account's (or Accounts') investment in the Fund and terminate this Agreement with respect to such Account(s) within 30 days after the Directors inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from required by any provision such material irreconcilable conflict as determined by a majority 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 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 applicableDisinterested Directors.

Potential Conflicts. 7.1. 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, 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, 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 Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 and the Adviser will report any potential or existing material irreconcilable conflict conflicts of which it each is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 by the Company to inform the Board whenever contract owner voting instructions are disregarded. At least annually, and more frequently if deemed appropriate by the Board, the Company shall submit to the Adviser, and the Adviser shall submit at least annually submit to the Board, such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations imposed upon it by the conditions contained in the Shared Funding Exemption Order; and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Board. The responsibility to report such information and conflicts to the Board will be carried out with a view only to the interests of the 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 any other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1a) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) which may include another Designated Portfolio of the Fund, or submitting to a vote of all affected contract owners the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's investment in the Fund any Designated Portfolio and terminate this Agreement 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 the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. The Company shall bear the cost of any remedial action, including such withdrawal and termination. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears by the responsibility to take remedial action Fund upon the affected Account for withdrawing assets from the Fund in the event of a material irreconcilable conflict. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the effective date of such termination the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of such Designated 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 affected Designated Portfolio and terminate this Agreement with respect to such Account within six months after the Board determination of 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost disinterested members of the Board. Until the effective date of such remedial action, termination the Fund shall continue to accept and these responsibilities will be carried out with a view only to implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares of the Designated Portfolios. 7.5. 7.6 For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested 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 Contracts. The Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts Contract if an offer to do so has been declined by a vote of a majority of affected 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 an Account's investment in any Designated Portfolio 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 material conflict as determined by a majority of the disinterested members of the Board. 7.67.7 If and to the extent the Shared Funding Exemption 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, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Shared Funding Exemption Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Shared Funding Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 shell 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. 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 Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 and the Adviser will report any potential or existing material irreconcilable conflict conflicts of which it each is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Exemption Order, 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 by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. At least annually, and more frequently if deemed appropriate by the Board, the Company shall submit to the Adviser, and the Adviser shall at least annually submit to the Board, such reports, materials and data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the conditions contained in the Shared Funding Exemption Order; and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. The responsibility to report such information and conflicts to the Board will be carried out with a view only to the interests of the 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 any other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) a), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) which may include another Designated Portfolio of the Fund, or submitting to a vote of all affected contract owners the question 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., i.e. annuity contract owners, life insurance policy 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) b), establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's investment in the Fund any Designated Portfolio and terminate this Agreement 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 the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. The Company will bear the cost of any remedial action, including such withdrawal and termination. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears by the responsibility to take remedial action Fund upon the affected Account for withdrawing assets from the Fund in the event of a material irreconcilable conflict. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the effective date of such termination the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of such Designated 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 affected Designated Portfolio and terminate this Agreement with respect to such Account within six months after the Board determination of 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost disinterested members of the Board. Until the effective date of such remedial action, termination the Fund shall continue to accept and these responsibilities will be carried out with a view only to implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares of such Designated Portfolios. 7.5. 7.6 For purposes of Sections 7.3 through 7.4 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 through 7.4 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 an Account's investment in any Designated Portfolio 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. 7.67.7 If and to the extent the Shared Funding Exemption 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, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Shared Funding Exemption Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Shared Funding Exemption Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 Exemption Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Exemption 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. The Board Directors will monitor the Fund ING VPI for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants of all separate accounts investing in the FundING VPI. 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board ING VPI shall promptly inform the Company if it determines the Directors determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardDirectors. The Company will assist the Board Directors in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Directors whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardDirectors, or a majority of its the disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesDirectors), take take, at the Company's expense (but only if the Directors determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of ING VPI or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund ING VPI or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundING VPI, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundING VPI's election, to withdraw the affected Account's investment in the Fund one or more portfolios of ING VPI and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Directors. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after ING VPI gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and ING VPI shall, to the extent permitted by law and any exemptive relief previously granted to ING VPI, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of ING VPI. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at ING VPI's direction, to withdraw the affected Account's investment in one or more Authorized Funds of ING VPI; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Directors. Any such withdrawal and termination must take place within six (6) months after ING VPI gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and ING VPI shall, to the extent permitted by law and any exemptive relief previously granted to ING VPI, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of ING VPI. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Board Directors shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will . Neither ING VPI nor the Fund Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Directors determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of ING VPI and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to ING VPI) after the Directors 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 Directors. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Directors' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 the Fund (a) ING VPI 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Directors may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more Authorized Funds of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VIII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract Contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 trusteesdirectors, 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 trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts 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 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 policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through and 7.4 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 through or 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. 7.6. If The Company and the Adviser shall at least annually submit to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision Board of the 1940 Act Fund such reports, materials or data as the rules promulgated thereunder Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board action with respect regard to mixed or shared funding (as defined determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in minutes of the Shared Funding Exemptive Order, then 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 amendedBoard or other appropriate records, and Rule 6e-3, as adopted, such minutes or other records shall be made available to the extent such rules are applicableSEC upon request.

Potential Conflicts. 7.1. The Fund Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners contractowners 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 owners and variable life insurance contract ownerscontractowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownerscontractowners. 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Fund Board. The Company will assist the Fund Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contract owner contractowner voting instructions are disregarded. 7.3. If it is determined by a majority of the Fund 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 trusteesFund Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 whether such segregation should be implemented to a vote of all affected Contract owners contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownerscontractowners, life insurance policy ownerscontractowners, or variable contract owners contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner contractowner or participant 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 affected Account's ’s investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)each Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund Board. No charge or penalty will be imposed as a result of Any such withdrawal. The Company agrees withdrawal and termination must take place within six (6) months after the Fund gives written notice that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial actionthis provision is being implemented, and these responsibilities will be carried out with a view only until the end of that six month period the Fund shall continue to accept and implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares 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 Fund 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 the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund 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 7.4 7.6 of this Agreement, a majority of the disinterested members of the Fund 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 through 7.4 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 contractowners materially adversely affected by the irreconcilable material conflict. In the event that the Fund 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 Fund 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 Fund Board. 7.67.7. 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, the Company 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) 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 6e2 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. 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 under the ▇▇▇▇ ▇▇▇. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, 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 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 trusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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.I.E., annuity contract owners, life insurance policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)each Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by 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 Any such withdrawal. The Company agrees withdrawal and termination must take place within six (6) months after the Fund gives written notice that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial actionthis provision is being implemented, and these responsibilities will be carried out with a view only until the end of that six month period the Fund shall continue to accept and implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares 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 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 7.4 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 through 7.4 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. 7.67.7. 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) 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 3.5, 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. 7.14.1 The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. The Board In such event, the Directors 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Fund shall promptly inform Securian Life of any determination by the Company if it determines Directors that an irreconcilable material conflict exists and of the implications thereof. 7.2. The Company will 4.2 Securian Life agrees to promptly report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardDirectors. The Company Securian Life will assist the Board Directors in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, Order by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This includesraised including, but is not limited to, an obligation information as to a decision by the Company Securian Life to inform the Board whenever disregard contract owner voting instructions are disregardedinstructions. All communications from Securian Life to the Directors may be made in care of the Fund. 7.3. 4.3 If it is determined by a majority of the BoardDirectors, or a majority of its the disinterested trusteesDirectors, that a material irreconcilable conflict existsexists that affects the interests of contract owners, the Company and Securian Life 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 a majority of the disinterested trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 4.4 If a material irreconcilable conflict arises because of a decision by the Company Securian Life to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company Securian Life may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Directors. Any such withdrawal and termination 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 Securian Life for the purchase and redemption of shares of the Board. No charge or penalty Fund. 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to Securian Life conflicts with a majority of other state regulators to which Securian Life is subject, then Securian Life will be imposed as a result of such withdrawal. The Company agrees that it bears withdraw the responsibility to take remedial action affected Account's investment in the event of a Board determination of Fund and terminate this Agreement with respect to such Account within six (6) months after the Directors inform Securian Life in writing 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost disinterested Directors. Until the end of such remedial actionsix (6) month period, the Fund shall continue to accept and these responsibilities will be carried out with a view only to implement orders by Securian Life for the interests purchase and redemption of Contract ownersshares of the Fund. 7.5. 4.6 For purposes of Sections 7.3 4.3 through 7.4 4.6 of this Agreement, a majority of the disinterested members of the Board Directors 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 ContractsVariable Insurance Products. The Company In the event that the disinterested Directors determine that any proposed action does not adequately remedy any irreconcilable material conflict, then Securian Life will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Directors inform Securian Life in writing of the foregoing determination; provided, however, that such withdrawal and termination shall not be limited to the extent required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined any such material irreconcilable conflict as determined by vote of a majority of Contract owners materially adversely affected the disinterested Directors. 4.7 Securian Life shall at least annually submit to the Directors such reports, materials or data as the Directors may reasonably request so that the Directors may fully carry out the duties imposed upon them by the irreconcilable material conflictMixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Directors. 7.6. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are is amended, or Rule 6e-3 similar rule is adopted, so as 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 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)Rule 6e-2, as amended, and Rule 6e-3or any other rule, as adopted, to the extent such rules are applicable.

Potential Conflicts. 7.1. 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 Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 and the Adviser will report any potential or existing material irreconcilable conflict conflicts of which it each is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Exemption Order, 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 by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. At least annually, and more frequently if deemed appropriate by the Board, the Company shall submit to the Adviser, and the Adviser shall at least annually submit to the Board, such reports, materials and data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the conditions contained in the Shared Funding Exemption Order; and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. The responsibility to report such information and conflicts to the Board will be carried out with a view only to the interests of the 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 any other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested trusteesBoard members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) a), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) which may include another Designated Portfolio of the Fund, or submitting to a vote of all affected contract owners the question 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., I.E. annuity contract owners, life insurance policy 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) b), establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's investment in the Fund any Designated Portfolio and terminate this Agreement 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 the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. The Company will bear the cost of any remedial action, including such withdrawal and termination. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears by the responsibility to take remedial action Fund upon the affected Account for withdrawing assets from the Fund in the event of a material irreconcilable conflict. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the effective date of such termination the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of such Designated 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 affected Designated Portfolio and terminate this Agreement with respect to such Account within six months after the Board determination of 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost disinterested members of the Board. Until the effective date of such remedial action, termination the Fund shall continue to accept and these responsibilities will be carried out with a view only to implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares of such Designated Portfolios. 7.5. 7.6 For purposes of Sections 7.3 through 7.4 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 through 7.4 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 an Account's investment in any Designated Portfolio 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. 7.67.7 If and to the extent the Shared Funding Exemption 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, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Shared Funding Exemption Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Shared Funding Exemption Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 Exemption Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Exemption 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. 9.1 The Board Trustees 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 FundAccounts. 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the each Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The 9.2 Each Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Each Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the a Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 9.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the each affected Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at such Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 9.4 If a material irreconcilable conflict arises because of a decision by the a Company to disregard contract Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the such Company may be required, at the FundTrust's election, to withdraw the affected Account's investment in the Fund one or more Funds and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by such Company for the purchase (or redemption) of shares of the BoardTrust. 9.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to a Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then such Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and supplement orders by such Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 9.6 For purposes of Sections 7.3 9.3 through 7.4 9.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall a Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the affected Company will withdraw the Account's investment in one or more Authorized Funds and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform such 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 9.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of each Company, and the obligation of such Company set forth in this Article IX shall be carried out with a view only to the interests of Contract owners. 9.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 4.4, 4.5, 9.1, 9.2, 9.3, 9.4 and 9.5 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. 9.9 Each Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its disinterested 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, up to and including: the (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding finding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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, 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's Accounts investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 7.5 For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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. 7.7 Each of the Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request.

Potential Conflicts. 7.1. The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: : (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundTrust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and the Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 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 . Neither the Fund Trust nor the Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 the Fund (a) ING VP 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.15.1 The parties acknowledge that TRUST has received an order from the SEC granting relief from various provisions of the ‘40 Act and the rules thereunder to the extent necessary to permit TRUST shares to be sold to and held by Variable Contract separate accounts of both affiliated and unaffiliated Participating Insurance Companies and Qualified Plans. The Exemptive Order requires TRUST and each Participating Insurance Company to comply with conditions and undertakings substantially as provided in this Section 5. The TRUST will not enter into a participation agreement with any other Participating Insurance Company unless it imposes the same conditions and undertakings as are imposed on LIFE COMPANY hereby. 5.2 The Board will monitor the Fund TRUST for the existence of any material irreconcilable conflict between the interests of the contract Variable Contract owners of all separate accounts and with participants of Qualified Plans investing in the FundTRUST. 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 TRUST are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract Variable Contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Variable Contract owners and (g) if applicable, a decision by a Qualified Plan to disregard the Company if it determines that an irreconcilable material conflict exists and the implications thereofvoting instructions of plan participants. 7.2. The Company 5.3 LIFE COMPANY will report any potential or existing material irreconcilable conflict conflicts of which it is becomes aware to the Board. The Company LIFE COMPANY will assist be responsible for assisting the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, duties in this regard 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 by the Company LIFE COMPANY to inform the Board whenever contract it has determined to disregard Variable Contract owner voting instructions are disregardedinstructions. These responsibilities of LIFE COMPANY will be carried out with a view only to the interests of the Variable Contract owners. 7.3. 5.4 If it is determined by a majority of the Board, Board or a majority of its disinterested trusteesTrustees, determines that a material irreconcilable conflict existsexists affecting LIFE COMPANY, the Company and other Participating Insurance Companies shallLIFE COMPANY, at their its expense and to the extent reasonably practicable (as determined by a majority of the Board’s disinterested trusteesTrustees), will take whatever any steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: ; (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 as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity contract owners, or variable life insurance policy 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 Variable Contract owners the option of making such a change; and (2c) establishing a new registered management investment company (or series thereof) or managed separate account. No If a material irreconcilable conflict arises because of LIFE COMPANY’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of TRUST, to withdraw the Separate Account’s investment in TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take such remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will shall be carried out with a view only to the interests of the Variable Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For the purposes of Sections 7.3 through 7.4 of this AgreementSection 5.4, a majority of the disinterested 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 TRUST or ADVISER (or any other investment adviser of TRUST) be required to establish a new funding medium for the Contractsany Variable Contract. The Company Further, LIFE COMPANY shall not be required by this Section 7.3 through 7.4 5.4 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 Variable Contract owners materially and adversely affected by the irreconcilable material conflict. 7.6. If 5.5 The Board’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to LIFE COMPANY. 5.6 No less than annually, LIFE COMPANY shall submit to the extent Board such reports, materials or data as the Board may reasonably request so that Rule 6e-2 and Rule 6e-3(T) are amendedthe Board may fully carry out its obligations. Such reports, 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 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 amendedmaterials, and Rule 6e-3, as adopted, to data shall be submitted more frequently if deemed appropriate by the extent such rules are applicableBoard.

Potential Conflicts. 7.1. The Trust Board will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Trust 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Trust Board. The Company will assist the Trust Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive 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 by the Company to inform the Trust Board whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Trust 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 trusteesTrust Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.favor

Potential Conflicts. 7.18.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.28.2. The Company will report in writing any potential or existing material irreconcilable conflict of which it is aware to the Administrator. Upon receipt of such report, the Administrator shall report the potential or existing material irreconcilable conflict to the Board. The Administrator shall also report to the Board on a quarterly basis whether the Company has reported any potential or existing material irreconcilable conflicts during the previous calendar quarter. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 by the Company to inform the Board whenever contract Contract owner voting instructions are disregarded. 7.38.3. 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 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, 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 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 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 Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.48.4. 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 FundTrust's election, to withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.58.5. For purposes of Sections 7.3 8.3 through 7.4 8.4 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 8.3 through 7.4 8.4 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. 7.68.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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. 8.7. Each of the Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of the foregoing or the Company's obligations under Section 8.2, the Company shall provide to the Administrator a written report to the Board no later than January 15/th/ of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the each Company if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The 8.2 Each Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Each Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, Order by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the a Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the each affected Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at such Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question 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 policy contract owners, or variable contract as define in Section 817 of the Code 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 If a material irreconcilable conflict arises because of a decision by the a Company to disregard contract Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the such Company may be required, at the FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by such Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to a Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then such Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Companies for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall a Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the affected Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform such 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of each Company, and the obligation of such Company set forth in this Article VIII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 Each Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by such Company.

Potential Conflicts. 7.16.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.26.2. The Company will report any potential or existing material irreconcilable conflict of which it is aware promptly to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing agrees to promptly provide the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.36.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesindependent Trustees, that a material irreconcilable conflict existsexists due to issues relating to the Contracts, the Company and other Participating Insurance Companies shallwill, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees)practicable, take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all , without limitation, withdrawal of the separate accounts from the Fund or any Portfolio and reinvesting such assets affected Separate Account’s investment in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict , and the cost of such remedial action, and Company will carry out these responsibilities will be carried out with a view only to the interests of Contract owners. 7.46.4. If a material irreconcilable conflict arises because of a particular state insurance regulator’s decision by applicable to the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a conflicts with the majority voteof other state insurance regulators, then the Company may be requiredwill, at the Fund's electionits expense, to withdraw the affected sub-account of the Separate Account's ’s investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)sub-account; provided, however however, that such withdrawal and termination shall will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Adviser and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of Shares. 6.5. The Company agrees Company, at the request of the Adviser, will, at least annually, submit to the Board such reports, materials or data as the Board may reasonably request so that it bears the responsibility Board may fully carry out its obligations. All reports received by the Board of potential or existing conflicts, and all Board action with regard to take remedial determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the event minutes of a the Board determination of an irreconcilable material conflict and the cost of such remedial actionor other appropriate records, and these responsibilities will such minutes or other records shall be carried out with a view only made available to the interests of Contract ownersSEC upon request. 7.56.6. For purposes of Sections 7.3 6.4 through 7.4 6.6 of this Agreement, a majority of the disinterested members of the Board shall Trustees will determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall will not be required by Section 7.3 through 7.4 6.3 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 conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Separate Account’s investment in the Fund and terminate this Agreement within six (6) months after the Fund 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 Trustees. 7.66.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 Mixed or shared funding 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 then: (a) the Fund and/or and the Participating Insurance CompaniesCompany, as appropriate, shall will 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) the applicable Sections of this Agreement will continue in effect only to the extent that terms and conditions thereof are substantially identical to such Sections that are contained in such Rule(s) as so amended or adopted. 6.8. If and to the extent that the SEC promulgates new rules or regulations with respect to mixed or shared funding 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 such rules and regulations, as adopted, to the extent such rules are applicable; and (b) this Article VI shall be deemed to incorporate such new terms and conditions, and any term or condition of this Article VI that is inconsistent therewith, shall be deemed to be succeeded thereby.

Potential Conflicts. 7.1. The Board of Trustees of the Fund (the "Fund Board") will monitor the Fund for the existence of any material irreconcilable conflict between among the interests of the contract owners contractowners 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 Participating Insurance Companies or by variable annuity contract owners and variable life fife insurance contract ownerscontractowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownerscontractowners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. A majority of the Fund Board shall consist of persons who are not "interested" persons of the Fund. 7.2. The Company has reviewed a copy of the Mixed and Shared Funding Exemptive Order, and in particular, has reviewed the conditions to the requested relief set forth therein. As set forth in the Mixed and Shared Funding Exemptive Order, the Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Fund Board. The Company will agrees to assist the Fund Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Fund Board upon its request with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contract owner contractowner voting instructions are disregarded. The Fund 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. If it is determined by a majority of the Fund Board, or a majority of its disinterested trusteesDirectors, that a an irreconcilable 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 trusteesDirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflictConflict, 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 reinvesting- such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners contractowners and, as appropriate, segregating the assets of any appropriate group (i.e.ie., variable annuity contract owners, life insurance policy owners, contractowners or variable contract owners fife insurance contractowners, of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners contractowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. If a material irreconcilable conflict arises because the Company's disregard of a decision by the Company to disregard contract owner voting instructions could conflict with the majority of contractowner voting 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 Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that Account. Any such withdrawal and termination shall be limited must take place within 90 days after the Fund gives written notice to the extent required Company that this provision is being implemented. Until the end of such 90 day period the Underwriter and Fund shall continue to accept and implement orders by the foregoing material irreconcilable conflict as determined by a majority Company for the purchase (and redemption) of shares of the disinterested members of the Board. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownersFund. 7.5. If 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 Account's investment in the Fund and terminate this Agreement with respect to such Account. Any such withdrawal and termination must take place within 90 days after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such 90 day period the Underwriter and 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 7.3 1.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Fund Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund or the Underwriter be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 through 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 contractowners materially adversely affected by the irreconcilable material conflict. 7.67.7. The Company shall from time to time submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Fund Board. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T6e-3 (T) 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(T6e-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 18 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. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners.material 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by 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 Any such withdrawal. The Company agrees withdrawal and termination must take place within six (6) months after the Fund gives written notice that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial actionthis provision is being implemented, and these responsibilities will be carried out with a view only until the end of that six month period the Underwriter and Fund shall continue to accept and implement orders by the interests Company for the purchase (and redemption) of Contract ownersshares 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 7.6. For purposes of Sections 7.3 through 7.4 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 through 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 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. 7.67.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 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. 7.14.1 The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. The Board In such event, the Trustees 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-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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company if it determines of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof. 7.2. 4.2 The Company will agrees to promptly report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, Order 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 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. 4.3 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 a majority of the disinterested trustees), Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and includingwhich 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 withdrawal should be implemented to a vote of all affected Contract owners and, as appropriate, segregating withdrawal of the assets of any appropriate group (i.e.i.e. , annuity contract owners, life insurance policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 4.4 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 FundTrust's election, to withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Any such withdrawal and termination must take place within six (6) months after the 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 Board. No charge or penalty Trust. 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with a majority of other state regulators, then the Company will be imposed as a result of withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such withdrawal. The Account within six (6) months after the Trustees inform the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of 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 the foregoing material irreconcilable conflict and as determined by a majority of the cost disinterested Trustees. Until the end of such remedial actionsix (6) month period, the Trust shall continue to accept and these responsibilities will be carried out with a view only to implement orders by the interests Company for the purchase and redemption of Contract ownersshares of the Trust. 7.5. 4.6 For purposes of Sections 7.3 4.3 through 7.4 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 Trust be required to establish a new funding medium for the Contracts. In the event that the 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 Trust and terminate this Agreement within six (6) months after the 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 Trustees. 4.7 The Company shall not be required by Section 7.3 through 7.4 at least annually submit to establish a new funding medium for the Contracts if an offer to do Trustees such reports, materials or data as the Trustees may reasonably request so has been declined by vote of a majority of Contract owners materially adversely affected that the Trustees may fully carry out the duties imposed upon them by the irreconcilable material conflictShared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Trustees. 7.6. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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.

Potential Conflicts. 7.1. The Board of Trustees of the Fund 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, 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 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 the Company has caused or created a material irreconcilable conflict existsconflict, the Company and other Participating Insurance Companies shall, 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, 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 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty Any such withdrawal and termination 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 Underwriter and 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 be imposed as a result of withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such withdrawal. The Account within six months after the Board informs the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of has determined that such decision has created an irreconcilable material conflict conflict; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.57.6. For purposes of Sections 7.3 through 7.4 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 through 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 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. 7.67.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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. 7.16.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.26.2. The Company will report any potential or existing material irreconcilable conflict of which it is aware promptly to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing agrees to promptly provide the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.36.3. If it is determined by a majority of the Board, or a majority of its disinterested trusteesindependent Trustees, that a material irreconcilable conflict existsexists due to issues relating to the Contracts, the Company and other Participating Insurance Companies shallwill, at their its expense and to the extent reasonably practicable (as determined by a majority of the disinterested trustees)practicable, take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all , without limitation, withdrawal of the separate accounts from the Fund or any Portfolio and reinvesting such assets affected Separate Account's investment in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict , and the cost of such remedial action, and Company will carry out these responsibilities will be carried out with a view only to the interests of Contract owners. 7.46.4. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision by applicable to the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a conflicts with the majority voteof other state insurance regulators, then the Company may be requiredwill, at the Fund's electionits expense, to withdraw the affected sub-account of the Separate Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense)sub-account; provided, however however, that such withdrawal and termination shall will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Adviser and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of Shares. 6.5. The Company agrees Company, at the request of the Adviser, will, at least annually, submit to the Board such reports, materials or data as the Board may reasonably request so that it bears the responsibility Board may fully carry out its obligations. All reports received by the Board of potential or existing conflicts, and all Board action with regard to take remedial determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the event minutes of a the Board determination of an irreconcilable material conflict and the cost of such remedial actionor other appropriate records, and these responsibilities will such minutes or other records shall be carried out with a view only made available to the interests of Contract ownersSEC upon request. 7.56.6. For purposes of Sections 7.3 6.4 through 7.4 6.6 of this Agreement, a majority of the disinterested members of the Board shall Trustees will determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall will not be required by Section 7.3 through 7.4 6.3 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 conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Separate Account's investment in the Fund and terminate this Agreement within six (6) months after the Fund 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 Trustees. 7.66.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 Mixed or shared funding 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 then: (a) the Fund and/or and the Participating Insurance CompaniesCompany, as appropriate, shall will 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) the applicable Sections of this Agreement will continue in effect only to the extent that terms and conditions thereof are substantially identical to such Sections that are contained in such Rule(s) as so amended or adopted. 6.8. If and to the extent that the SEC promulgates new rules or regulations with respect to mixed or shared funding 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 such rules and regulations, as adopted, to the extent such rules are applicable; and (b) this Article VI shall be deemed to incorporate such new terms and conditions, and any term or condition of this Article VI that is inconsistent therewith, shall be deemed to be succeeded thereby.

Potential Conflicts. 7.1. The Board of Trustees of Rydex Variable Trust or Guggenheim Variable Funds Trust, as applicable (referred to in this Article VII collectively as the "Board"), will monitor the Fund Funds for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the FundFunds. 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 owners and variable life insurance contract Variable Insurance Product owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information inforn1ation reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation 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. If it is determined by a majority of the Board, or a majority of its disinterested trusteesn1embers, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable and not in violation of applicable law (as determined by a majority of the disinterested trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio Funds and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Series of the FundFunds, or submitting the question 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these Such responsibilities will shall be carried out by the Company with a view only to the interests of its Contract owners. The Company will not be required to take any action addressed in this provision until it has obtained any regulatory approval that may be required. 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 Funds' election, to withdraw the affected Account's investment in the Fund Funds and terminate this Agreement with respect to such Account (at the Company's expense); provided, provided however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. No charge or penalty Any such withdrawal and. termination must take place within six (6) months after 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. 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 be imposed as a result of withdraw the affected Account's investment in the Funds and terminate this Agreement with respect to such withdrawal. The Account within six months after the Board informs the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of has determined that such decision has created an irreconcilable material conflict conflict; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe disinterested 1nembers 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 Funds. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies re1nedies any irreconcilable material conflict, but in no event will the Fund Funds be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 through 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 a 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. 7.67.7. 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 Funds 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) 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 Fixed and Shared Funding Exemptive Order, then (a) the Fund Funds 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. The Board Directors will monitor the Fund ING SAP for the existence of any material irreconcilable conflict between the interests of the contract Contract owners or participants of all separate accounts investing in the FundING SAP. 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance contract ownersowners or participants; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract ownersContract owners or participants. The Board ING SAP shall promptly inform the Company if it determines the Directors determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardDirectors. The Company will assist the Board Directors in carrying out its their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board Directors with all information reasonably necessary for the Board Directors to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board Directors whenever contract Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the BoardDirectors, or a majority of its the disinterested trusteesDirectors, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesDirectors), take take, at the Company's expense (but only if the Directors determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of ING SAP or any of the Participating Insurance Companies), whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund ING SAP or any Portfolio Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio series of the FundING SAP, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract ownersowners or participants, life insurance policy ownerscontract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundING SAP's election, to withdraw the affected Account's investment in the Fund one or more portfolios of ING SAP and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Directors. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after ING SAP gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and ING SAP shall, to the extent permitted by law and any exemptive relief previously granted to ING SAP, continue to accept and implement orders of the BoardCompany for the purchase (and redemption) of shares of ING SAP. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the Company may be required, at ING SAP's direction, to withdraw the affected Account's investment in one or more Authorized Funds of ING SAP; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Directors. Any such withdrawal and termination must take place within six (6) months after ING SAP gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and ING SAP shall, to the extent permitted by law and any exemptive relief previously granted to ING SAP, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of ING SAP. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.57.6. For purposes of Sections 7.3 through 7.4 7.6 of this Agreement, a majority of the disinterested members of the Board Directors shall determine whether any proposed action adequately remedies any material irreconcilable material conflict, but in no event will . Neither ING SAP nor the Fund Distributor shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants materially adversely affected by the material irreconcilable conflict. In the event that the Directors determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of ING SAP and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to ING SAP) after the Directors 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 Directors. No charge or penalty will be imposed as a result of such withdrawal. 7.67.7. The responsibility to take remedial action in the event of the Directors' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants. 7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 the Fund (a) ING SAP 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Directors may request, as conditions to such order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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, 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, 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 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 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of 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 election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by 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 such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 7.5 For purposes of Sections 7.3 through 7.4 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 through 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. 7.6. 7.6 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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. 7.7 Each of the Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request.

Potential Conflicts. 7.1. The Board of Trustees of the Trust (the "Board") will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests interest 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 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, interpretive letter or any similar action by insurance, tax, tax or securities regulatory authorities; 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract or Contract owners. The Board shall promptly inform the Company if it determines to determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing material irreconcilable conflict of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, 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 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 trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense its expense, and to the extent reasonably practicable (as determined by a majority of or the disinterested trustees), Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets assets, allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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, Contract owners or life insurance policy Contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregationSegregation, or offering to the affected contract Contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.47.3. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision by applicable to the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a conflicts with the majority voteof other state regulators, then the Company may be required, at the Fund's election, to will withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to within six months after the Board informs the Company in writing that it has determined that such Account (at the Company's expense); decision has created an irreconcilable material conflict, provided, however however, that such withdrawal and termination shall be limited to the extent required by 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 Until the end of such withdrawal. The the foregoing six month period, the Trust shall continue to accept and implement orders by the Company agrees that it bears for the responsibility to take remedial action in purchase and redemption of shares of the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract ownersTrust. 7.57.4. For purposes of Sections 7.3 through Section 7.2 though 7.4 of this Agreement, a majority of the disinterested 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 Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 through 7.4 7.2 to establish a new funding medium for the Contracts Contracts, if an offer to do so has been declined by vote of a majority of or Contract owners materially adversely affected by the irreconcilable material conflict. 7.6. If 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 that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from required by any provision such material irreconcilable conflict as determined by a majority of the 1940 Act or disinterested members of 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 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 applicableBoard.

Potential Conflicts. 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 owners and variable life insurance contract Variable Insurance Product owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The 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 any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under SEC rules and regulations and the conditions of any Shared Funding Exemptive OrderOrder obtained by the Fund, 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 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 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 trusteesdirectors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, 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 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.I.E., annuity contract owners, life insurance 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 affected Account's investment in the Fund and terminate this Agreement with respect to such Account (at the Company's expense); provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.5. No charge or penalty 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 be imposed as a result of withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such withdrawal. The Account within six months after the Board informs the Company agrees in writing that it bears the responsibility to take remedial action in the event of a Board determination of has determined that such decision has created an irreconcilable material conflict conflict; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.57.6. For purposes of Sections 7.3 through 7.4 7.5 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 ContractsVariable Products. The Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts Variable Products if an offer to do so has been declined by vote of a majority of Contract contract owners materially adversely affected by the irreconcilable material conflict. 7.67.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, or to the terms of the Shared Exemptive Order, to the extent 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 rules Sections are applicablecontained in such Rule(s) as so amended or adopted.

Potential Conflicts. 7.1. 7.1 The Board Trustees will monitor the Fund Trust for the existence of any material irreconcilable conflict between the interests of the contract 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 law 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 owners and variable life insurance contract Contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract Contract owners. The Board Trust shall promptly inform the Company if it determines the Trustees determine that an irreconcilable material conflict exists and the implications thereof. 7.2. 7.2 The Company will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the Board. The Company will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 7.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at the Company's expense, whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, medium including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 Contract owners, life insurance policy 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 (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 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 FundTrust's election, to withdraw the affected Account's investment in the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (or redemption) of shares of the Board. No charge or penalty will Trust. 7.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be imposed as a result of such withdrawal. The Company agrees that it bears required, at the responsibility Trust's direction, to take remedial action withdraw the affected Account's investment in the event of a Board determination of an irreconcilable material conflict Trust; provided, however, that such withdrawal and the cost of such remedial action, and these responsibilities will termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of Contract ownersthe disinterested Trustees. Until the end of the foregoing six month period, the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 7.5. 7.6 For purposes of Sections 7.3 through 7.4 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The , nor shall the Company shall not be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, 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 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 Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the 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 Trustees. 7.6. 7.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Section 7 shall be carried out with a view only to the interests of Contract owners. 7.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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, 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. 7.9 The Company has reviewed the Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, as conditions to such Order, to be assumed or undertaken by the Company.

Potential Conflicts. 7.1. 8.1 The Board Trustees 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 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 law 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 owners and variable life insurance contract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of contract owners. The Board Trust shall promptly inform the Company Companies if it determines the Trustees determine that an a material irreconcilable material conflict exists and the implications thereof. 7.2. 8.2 The Company Companies will report any potential or existing material irreconcilable conflict conflicts of which it is aware to the BoardTrustees. The Company Companies will assist the Board Trustees in carrying out its their responsibilities under the Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for the Board Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Company Companies to inform the Board Trustees whenever contract Contract owner voting instructions are disregarded. 7.3. 8.3 If it is determined by a majority of the BoardTrustees, or a majority of its the disinterested trusteesTrustees, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and shall to the extent reasonably practicable (as determined by a majority of the disinterested trusteesTrustees), take take, at each Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund Trust or any Portfolio Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio Fund of the FundTrust, or submitting the question 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 policy 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. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.4. 8.4 If a material irreconcilable conflict arises because of a decision by the a Company to disregard contract Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the that Company may be required, at the FundTrust's election, to withdraw the affected Account's investment in one or more portfolios of the Fund Trust and terminate this Agreement with respect to such Account (at the Company's expense)Account; provided, however however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of that Company for the purchase (or redemption) of shares of the BoardTrust. 8.5 If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to a Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then that Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and these responsibilities will be carried out with a view only to the interests of Contract owners. 7.5. 8.6 For purposes of Sections 7.3 8.3 through 7.4 8.6 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 . Neither the Fund Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts. The Company , nor shall not the Companies be required by Section 7.3 through 7.4 to establish a new funding medium for the Contracts do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Companies will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform the Companies 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.6. 8.7 The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Companies, and the obligation of the Companies set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 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, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 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. 8.9 The Companies have reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Companies.