Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 5.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company will report any potential or existing conflicts to the Board. The Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. If a majority of the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, to withdraw its Separate Account’s investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.14.1. The Board of parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (b) a change in applicable federal or state insurance, tax, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trust shall promptly inform the Company of any determination by the Trustees that a material irreconcilable conflict exists and of the implications thereof. 5.24.2. The Company will agrees to report promptly any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Shared Funding Exemptive Order by providing the Board Trustees with all information reasonably necessary for it and requested by the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by instructions. All communications from the Company. These responsibilities will be carried out with a view only Company to the interests Trustees may be made in care of the Variable Contract ownersTrust. 5.34.3. If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its the disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its own expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may steps could include: : (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 4.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that the Trust has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract ownersTrust. 4.6. For the purposes of Section 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the The Company shall not be required by this Section to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable 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. 5.4. The Board’s determination , 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.54.7. No less than annually, the The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Shared Funding Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Board deems Trustees. 4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-3(T), as amended, or Rule 6e-3, as adopted, to the extent such rules are applicable.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. 5.17.1. The Board of Trustees directors of the Trust (the “Board”) will monitor the Trust each Fund for the existence of any material irreconcilable conflict between the interests of the Variable variable Contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the Trust and the participants of all Qualified Plans investing in the Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract variable contract owners. The directors of the Trust shall promptly inform the Insurance Company if 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. 5.27.2. The Insurance Company will report promptly any potential or existing conflicts of which it is aware to the Boarddirectors of the Trust. The Insurance Company will be responsible for assisting assist the Board directors of the Trust in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board directors of the Trust with all information reasonably necessary for it them to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Insurance Company to inform the Board directors of the Trust whenever Variable Contract owner voting instructions are disregarded by the Companyto be disregarded. These responsibilities will shall be carried out by the Insurance Company with a view only to the interests of the Variable Contract ownersowners and by the Trust with a view only to the interests of Contract owners and Qualified Plan participants. 5.37.3. If it is determined by a majority of the directors of the Trust’s Trustees , or a majority of the directors who are not interested persons of the Trust or any of its disinterested trustees Funds (the “Independent TrusteesDirectors”) determines ), that a material irreconcilable conflict exists, affecting the Company, the CompanyInsurance Company and/or other Participating Insurance Companies or Qualified Plans that have executed participation agreements shall, at its their expense and to the extent reasonably practicable (as determined by a majority of the Independent TrusteesDirectors), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (a1) withdrawing the assets allocable attributable to some or all of the Separate Accounts separate accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include including (but not limited to) another Fund of the Trust Trust, or another investment company, (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract variable contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.e.g., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract variable contract owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate accountaccount and obtaining any necessary approvals or orders of the SEC in connection therewith. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Insurance Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Insurance Company may be required, at the election of the Trust’s election, to withdraw its Separate the affected Account’s investment in the TrustTrust and terminate this Agreement with respect to that Account; provided, however, that such withdrawal and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action 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 the Variable Contract ownersIndependent 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 Trust. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Insurance Company conflicts with the majority of other state regulators, then the Insurance Company will withdraw the affected Account’s investment in the Trust and terminate this Agreement with respect to that Account within six months after the directors 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; 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 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. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees Directors shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Insurance Company shall not be required by this Section 8.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable 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. 5.47.7. The Board’s determination 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 existence of a material irreconcilable conflict 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and its implications Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be made known promptly necessary to comply with Rules 6e-2 and in writing 6e-3(T), as amended, and Rule 6e-3, as adopted, to the Company. 5.5. No less than annuallyextent those rules are applicable; and (b) Sections 3.4, the Company 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall submit continue in effect only to the Board such reports, materials extent that terms and conditions substantially identical to those Sections are contained in the Rule(s) as so amended or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriateadopted.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust Portfolios for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate all Accounts investing in the TrustPortfolios and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance CompaniesContract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners. The Board will promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will be responsible for assisting agrees to assist the Board in carrying out its responsibilities under the Conditions set forth responsibilities, as delineated in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable it has determined to disregard Contract owner voting instructions are disregarded by the instructions. The Company. These ’s responsibilities hereunder will be carried out with a view only to the interests interest of the Variable Contract owners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) determines directors, that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested directors), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolios and reinvesting those such assets in a different investment medium, which may include another Fund subject to the requirements of Section 26(c) of the Trust 1940 Act, 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner 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 election of the TrustFund’s election, to withdraw its Separate the affected Account’s investment in the TrustPortfolios and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and no 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. The responsibility 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 take such remedial action shall be carried out with accept and implement orders by the Company for the purchase and redemption of Shares. 7.5. If a view only material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the interests 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 Variable Contract ownersdisinterested 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. 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. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall disinterested members of the Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund, the Distributor or the Adviser be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall will not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the material irreconcilable material conflict. 5.47.7. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall 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 obligations duties imposed upon it by these Conditions. Such as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials, materials and data shall will be submitted more frequently if deemed appropriate by the Board deems 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: (a) the Fund and/or the Participating Insurance Companies, as appropriate, 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. 5.14.1. The Fund's Board of Trustees of the Trust (the “Board”) will shall monitor the Trust Fund for the existence of any material irreconcilable conflict (1) between the interests of owners of variable annuity contracts and variable life insurance policies, and (2) between the interests of owners of Variable Contracts ("Variable Contract owners of Owners") issued by different Participating Insurance Company Separate Accounts investing Companies that invest in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust Fund or any Series are being managed; or (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersOwners. 5.24.2. The Company will report agrees that it shall be responsible for reporting any potential or existing conflicts to the BoardFund's Board of Trustees. The Company will be responsible for assisting the Board of Trustees of the Fund in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)this agreement, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner Owner voting instructions are disregarded by the Companydisregarded. These responsibilities will be carried The Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the Variable Contract ownersOwners. 5.34.3. If The Company agrees that in the event that it is determined by a majority of the Trust’s Board of Trustees of the Fund or a majority of its the Fund's disinterested trustees (“Independent Trustees”) determines Trustees that a material irreconcilable conflict exists, affecting the CompanyCompany shall, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested Trustees of the Board of the Fund), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may include: including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include another Fund series of the Trust Fund, or another investment company, (b) submitting the question as to of 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., Contract Owners of Variable Contract owners of Contracts issued by one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s 's decision to disregard Variable Contract owner Owners' voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may shall be required, at the election of the TrustFund's election, to withdraw its the Separate Account’s Accounts' investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Fund shall neither be required to take bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such remedial action costs. In addition, no Variable Contract Owner shall be carried required directly or indirectly to bear the direct or indirect costs of remedial actions taken to remedy a material irreconcilable conflict. A new funding medium for any Variable Contract need not be established pursuant to this Section 4.3, if an offer to do so has been declined by vote of a majority of Variable Contract Owners materially adversely affected by the irreconcilable material conflict. All reports received by the Fund's Board of Trustees of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies and the Fund's investment adviser of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board of Trustees of the Fund or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. The Company and the Fund shall carry out their responsibilities under this Section 4.3 with a view only to the interests of the Variable Contract ownersOwners. 4.4. For the purposes The Board of this Section, a majority Trustees of the Independent Trustees Fund shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, promptly notify the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote in writing of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s its determination of the existence of a an irreconcilable material irreconcilable conflict and its implications shall be made known promptly and in writing to the Companyimplications. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.I.E., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “"Board”") will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “"Notice”") (Investment Company Act Release No. IC-2782121003), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s 's investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.14.1 The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trust shall promptly inform the Company of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Shared Funding Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by instructions. All communications from the Company. These responsibilities will be carried out with a view only Company to the interests Trustees may be made in care of the Variable Contract ownersTrust. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its the disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its own expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation withdrawal should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating withdrawal of the assets of any appropriate group (i.e.i.e. , Variable Contract 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, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. In the event that the Trustees determine that any Variable Contract. Furtherproposed 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 not be limited to the extent required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined such material irreconcilable conflict as determined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflictdisinterested Trustees. 5.4. 4.7 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Shared Funding Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Board deems Trustees. 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 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. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust Portfolios for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate all Accounts investing in the TrustPortfolios and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance CompaniesContract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners. The Board will promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will be responsible for assisting agrees to assist the Board in carrying out its responsibilities under the Conditions set forth responsibilities, as delineated in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable it has determined to disregard Contract owner voting instructions are disregarded by the instructions. The Company. These 's responsibilities hereunder will be carried out with a view only to the interests interest of the Variable Contract owners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) determines directors, that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested directors), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolios and reinvesting those such assets in a different investment medium, which may include another Fund subject to the requirements of Section 26(c) of the Trust 1940 Act, 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner 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 election of the TrustFund's election, to withdraw its Separate the affected Account’s 's investment in the TrustPortfolios and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and no 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. The responsibility 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 take such remedial action shall be carried out with accept and implement orders by the Company for the purchase and redemption of Shares. 7.5. If a view only material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the interests 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 Variable Contract ownersdisinterested 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. 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. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall disinterested members of the Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund, the Distributor or the Adviser be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall will not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the material irreconcilable material conflict. 5.47.7. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall 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 obligations duties imposed upon it by these Conditions. Such as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials, materials and data shall will be submitted more frequently if deemed appropriate by the Board deems 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: (a) the Fund and/or the Participating Insurance Companies, as appropriate, 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. 5.1. The Board of Trustees of the Trust (the “"Board”") will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Life Company will report any potential or existing conflicts to the Board. The Life Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “"Notice”") (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Life Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Life Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. If a majority of the Trust’s 's Trustees or a majority of its disinterested trustees (“"Independent Trustees”") determines that a material irreconcilable conflict exists, affecting the Life Company, the Life Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Life Company’s 's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Life Company may be required, at the election of the Trust, to withdraw its Separate Account’s 's investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Life Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Life Company. 5.5. No less than annually, the Life Company shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “Board”) will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “Notice”) (Investment Company Act Release No. IC-2782121003), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the CompanyLIFE COMPANY’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) f a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision to Company To disregard Variable Contract owner voting instructions, instruct9ions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to -7- withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and. conditions materially different from those contained in the Exemptive Order, then the 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. 5.14.1 The parties acknowledge that the Trust's Shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.I.E., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. 5.14.1. The Board of Parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.24.2. The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation non-privileged information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.34.3. If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation as described below should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, and having their assets segregated; or (dc) establishing a new registered management investment company or managed separate account. 4.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 independent Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that such an election has been made. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the independent Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract ownersTrust. 4.6. For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent independent Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.54.7. No less than annually, the The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations imposed upon it by these Conditions. Such their duties and responsibilities as Trustees; and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. The provisions of the Article IV shall become effective and shall continue in effect only so long as the Trust operates pursuant to an Exemptive Order that contains conditions substantially identical to those contained in this Article IV. The Company and the Trustee agree to negotiate in good faith any modifications to the provisions of this Article IV that may be necessary or appropriate to comply with the Exemptive Order or any such Rule amendment or adoption.

Potential Conflicts. 5.14.1. The Fund's Board of Trustees of the Trust (the “Board”) will shall monitor the Trust Fund for the existence of any material irreconcilable conflict (1) between the interests of owners of variable annuity contracts and variable life insurance policies, and (2) between the interests of owners of Variable Contracts ("Variable Contract owners of Owners") issued by different Participating Insurance Company Separate Accounts investing Companies that invest in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust Fund or any Series are being managed; or (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersOwners. 5.24.2. The Company will report agrees that it shall be responsible for reporting any potential or existing conflicts to the BoardFund's Board of Trustees. The Company will be responsible for assisting the Board of Trustees of the Fund in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)this Agreement, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner Owner voting instructions are disregarded by the Companydisregarded. These responsibilities will be carried The Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the Variable Contract ownersOwners. 5.34.3. If The Company agrees that in the event that it is determined by a majority of the Trust’s Board of Trustees of the Fund or a majority of its the Fund's disinterested trustees (“Independent Trustees”) determines Trustees that a material irreconcilable conflict exists, affecting the CompanyCompany shall, the Companyin cooperation with other Participating Insurance Companies whose Variable Contract owners are affected, at its own expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested Trustees of the Board of the Fund), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may include: including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include another Fund series of the Trust Fund, or another investment company, (b) submitting the question as to of 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., Contract Owners of Variable Contract owners of Contracts issued by one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s 's decision to disregard Variable Contract owner Owners' voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may shall be required, at the election of the TrustFund's election, to withdraw its the Separate Account’s Accounts' investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Fund shall neither be required to take bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such remedial action costs. In addition, no Variable Contract Owner shall be carried out with required directly or indirectly to bear the direct or indirect costs of remedial actions taken to remedy a view only to the interests of the Variable Contract ownersmaterial irreconcilable conflict. For the purposes of this Section, a A majority of the Independent disinterested members of the Board of Trustees of the Fund shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a A new funding medium for any Variable Contract need not be established by the Company pursuant to this Section 4.3, if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially Owners who would be adversely affected by the irreconcilable material conflict. All reports received by the Fund's Board of Trustees of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies and the Fund's investment adviser of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board of Trustees of the Fund or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. The Company and the Fund shall carry out their responsibilities under this Section 4.3 with a view only to the interests of the Variable Contract Owners. 5.44.4. The Board’s Board of Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of a an irreconcilable material irreconcilable conflict and its implications shall be made known promptly and in writing to the Companyimplications. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.14.1. The Fund's Board of Directors/Trustees of the Trust (the “Board”) will shall monitor the Trust Fund for the existence of any material irreconcilable conflict (1) between the interests of owners of variable annuity contracts and variable life insurance policies, and (2) between the interests of owners of Variable Contracts ("Variable Contract owners of Owners") issued by different Participating Insurance Company Separate Accounts investing Companies that invest in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust Fund or any Series are being managed; or (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersOwners. 5.24.2. The Company will report agrees that it shall be responsible for reporting any potential or existing conflicts to the BoardFund's Board of Directors/Trustees. The Company will be responsible for assisting the Board of Directors/Trustees of the Fund in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)this Agreement, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner Owner voting instructions are disregarded by the Companydisregarded. These responsibilities will be carried The Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the Variable Contract ownersOwners. 5.34.3. If The Company agrees that in the event that it is determined by a majority of the Trust’s Board of Directors/Trustees of the Fund or a majority of its the Fund's disinterested trustees (“Independent Trustees”) determines Directors/Trustees that a material irreconcilable conflict exists, affecting the CompanyCompany shall, the Companyin cooperation with other Participating Insurance Companies whose Variable Contract owners are affected, at its own expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested Directors/Trustees of the Board of the Fund), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may include: including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include another Fund series of the Trust Fund, or another investment company, (b) submitting the question as to of 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., Contract Owners of Variable Contract owners of Contracts issued by one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s 's decision to disregard Variable Contract owner Owners' voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may shall be required, at the election of the TrustFund's election, to withdraw its the Separate Account’s Accounts' investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Fund shall neither be required to take bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such remedial action costs. In addition, no Variable Contract Owner shall be carried out with required directly or indirectly to bear the direct or indirect costs of remedial actions taken to remedy a view only to the interests of the Variable Contract ownersmaterial irreconcilable conflict. For the purposes of this Section, a A majority of the Independent disinterested members of the Board of Directors/Trustees of the Fund shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a A new funding medium for any Variable Contract need not be established by the Company pursuant to this Section 4.3, if any an offer to do so has been declined by a vote of a majority of Variable Contract owners Owners who would be materially and adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination All reports received by the Fund's Board of Directors/Trustees of potential or existing conflicts, and all Board action with regard to determining the existence of a material irreconcilable conflict conflict, notifying Participating Insurance Companies and its implications the Fund's investment adviser of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board of Directors/Trustees of the Fund or other appropriate records, and such minutes or other records shall be made known promptly and in writing available to the Company. 5.5SEC upon request. No less than annually, The Company and the Company Fund shall submit carry out their responsibilities under this Section 4.3 with a view only to the Board such reports, materials or data as interests of the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriateVariable Contract Owners.

Potential Conflicts. 5.17.1. The Board of Trustees trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable variable Contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the Trust and the participants of all Qualified Plans investing in the Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract variable contract owners. The trustees of the Trust shall promptly inform the Insurance Company if they determine that an irreconcilable material conflict exists and the implications thereof. The trustees 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. 5.27.2. The Insurance Company and BBOI Worldwide each will report promptly any potential or existing conflicts of which it is aware to the Boardtrustees of the Trust. The Insurance Company and BBOI Worldwide each will be responsible for assisting assist the Board trustees of the Trust in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board trustees of the Trust with all information reasonably necessary for it them to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Insurance Company to inform the Board trustees of the Trust whenever Variable Contract owner voting instructions are disregarded by the Companyto be disregarded. These responsibilities will shall be carried out by the Insurance Company with a view only to the interests of the Variable Contract ownersowners and by BBOI Worldwide with a view only to the interests of Contract holders and Qualified Plan participants. 5.37.3. If it is determined by a majority of the trustees of the Trust’s Trustees , or a majority of the trustees who are not interested persons of the Trust, any of its disinterested trustees Funds, or BBOI Worldwide (“the "Independent Trustees”) determines "), that a material irreconcilable conflict exists, affecting the Company, the CompanyInsurance Company and/or other Participating Insurance Companies or Qualified Plans that have executed participation agreements shall, at its their expense and to the extent reasonably practicable (as determined by a majority of the Independent Trustees), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts separate accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include including (but not limited to) another Fund of the Trust Trust, or another investment company, (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract variable contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.e.g., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract variable contract owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate accountaccount and obtaining any necessary approvals or orders of the Commission in connection therewith. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Insurance Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Insurance Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to that 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 Independent 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 Trust shall continue to accept and implement orders by the Insurance Company for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Insurance Company conflicts with the majority of other state regulators, to then the Insurance Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to that Account within six months after the trustees 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; provided, however, that such withdrawal and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action 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 the Variable Contract ownersIndependent Trustees. 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. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Insurance Company shall not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the trustees 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 trustees 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 Trustees. 5.47.7. The Board’s determination 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 existence of a material irreconcilable conflict Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and its implications Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be made known promptly necessary to comply with Rules 6e-2 and in writing 6e-3(T), as amended, and Rule 6e-3, as adopted, to the Company. 5.5. No less than annuallyextent those rules are applicable; and (b) Sections 3.4, the Company 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall submit continue in effect only to the Board such reports, materials extent that terms and conditions substantially identical to those Sections are contained in the Rule(s) as so amended or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriateadopted.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust Portfolios for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate all Accounts investing in the TrustPortfolios and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance CompaniesContract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners. The Board will promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will be responsible for assisting agrees to assist the Board in carrying out its responsibilities under the Conditions set forth responsibilities, as delineated in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable it has determined to disregard Contract owner voting instructions are disregarded by the instructions. The Company. These 's responsibilities hereunder will be carried out with a view only to the interests interest of the Variable Contract owners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) determines directors, that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested directors), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolios and reinvesting those such assets in a different investment medium, which may include another Fund subject to the requirements of Section 26(c) of the Trust 1940 Act, 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner 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 election of the TrustFund's election, to withdraw its Separate the affected Account’s 's investment in the TrustPortfolios and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and no 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. The responsibility 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 take such remedial action shall be carried out with accept and implement orders by the Company for the purchase and redemption of Shares. 7.5. If a view only material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the interests 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 Variable Contract ownersdisinterested 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. 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. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall disinterested members of the Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund, the Distributor or the Adviser be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall will not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the material irreconcilable material conflict. 5.47.7. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall 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 obligations duties imposed upon it by these Conditions. Such as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials, materials and data shall will be submitted more frequently if deemed appropriate by the Board deems 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: (a) the Fund and/or the Participating Insurance Companies, as appropriate, 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. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “"Board”") will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “"Notice”") (Investment Company Act Release No. IC-2782121003), , by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s 's investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of Participating Insurance Company Separate Accounts all variable annuity and variable life insurance separate accounts investing in the Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; or (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; or (c) an administrative or judicial decision in any relevant proceeding; or (d) the manner in which the investments of the Trust any Designated Portfolio are being managed; or (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance CompaniesVariable Contracts; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of owners of Variable Contract ownersContracts. The Board shall promptly inform MetLife Insurance if it determines that a irreconcilable material conflict exists and the implications thereof. 5.27.2. The Company MetLife Insurance will report any potential or existing conflicts conflicts, of which it is aware, to the Board. The Company MetLife Insurance will be responsible for assisting assist the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)any Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company MetLife Insurance to inform the Board whenever Variable Contract owner the voting instructions of owners of Variable Contracts are disregarded by the Companydisregarded. These MetLife Insurance's responsibilities under this Section 7.2 will be carried out with a view only to the interests of the Variable its Contract owners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a an irreconcilable material irreconcilable conflict exists, affecting the Company, the CompanyMetLife Insurance and other Participating Insurance Companies shall, at its their expense and to the extent reasonably practicable (as determined by a majority of Independent the disinterested Trustees), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (a) withdrawing the assets allocable to some or all of the Separate Accounts variable annuity and variable life insurance separate accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether such segregation withdrawal should be implemented to a vote of all affected owners of Variable Contract owners Contracts and, as appropriate, segregating withdrawing the assets of any appropriate group (i.e., Variable Contract owners of variable annuity contracts or owners of variable life insurance contracts of one or more Participating Insurance Companies) that votes in favor of such segregationwithdrawal, (c) or offering to the affected owners of Variable Contract owners Contracts the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. MetLife Insurance's responsibilities under this Section 7.3 will be carried out with a view only to the interests of Contract owners. 7.4. If a an irreconcilable material irreconcilable conflict arises were ever to arise because of the Company’s a decision by MetLife Insurance to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company MetLife Insurance may be required, at the election of the Trust's election, to withdraw its Separate the affected Account’s 's (or subaccount's) investment in the TrustTrust and terminate this Agreement with respect to such Account (or subaccount); provided, however, that such withdrawal and no termination shall be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will shall be imposed as a result of such withdrawal. The responsibility 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 (6) month period, the Distributor and Trust shall continue to take accept and implement orders by MetLife Insurance for the purchase (and redemption) of shares of the Trust. 7.5. If an irreconcilable material conflict were ever to arise because a particular state insurance regulator's decision applicable to MetLife Insurance conflicts with the majority of other state regulators, then MetLife Insurance shall withdraw the affected Account's (or subaccount's) investment in the Trust and terminate this Agreement with respect to such remedial action Account (or subaccount) within six (6) months after the Board informs MetLife Insurance in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be carried out with a view only limited to the interests extent required by the foregoing irreconcilable material conflict as determined by a majority of the Variable Contract ownersdisinterested members of the Board. Until the end of the foregoing six (6) month period, the Distributor and the Trust shall continue to accept and implement orders by MetLife Insurance for the purchase (and redemption) of shares of the Trust. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contractthe MetLife Insurance Contracts. Further, the Company MetLife Insurance shall not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the MetLife Insurance Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination of In the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then MetLife Insurance will withdraw the Account's (or subaccount's) investment in the Trust and terminate this Agreement within six (6) months after the Board informs MetLife Insurance in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such irreconcilable material conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) 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 Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may fully carry out the obligations imposed upon it by these Conditions. Such reportsbe necessary to comply with Rules 6e-2 and 6e-3(T), materialsas amended, and data Rule 6e-3, as adopted, to the extent such rules are applicable; (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; and (c) this Agreement shall be submitted more frequently if otherwise amended by the Board deems appropriateTrust, without the need for any consent of the other parties, as required by such change in law.

Potential Conflicts. 5.14.1. The Fund's Board of Trustees of the Trust (the “Board”) will shall monitor the Trust Fund for the existence of any material irreconcilable conflict conflict: (1) between the interests of owners of scheduled premium variable life insurance policies and owners of flexible premium variable life insurance policies; (2) between the interests of owners of variable annuity contracts and owners of scheduled premium or flexible premium variable life insurance policies, and (3) between the interests of owners of Variable Contracts ("Variable Contract owners of Owners") issued by different Participating Insurance Company Separate Accounts investing Companies that invest in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust Fund or any Series are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersOwners. 5.24.2. The Each Company will report agrees that it shall be responsible for reporting any potential or existing conflicts conflict to the BoardFund's Board of Trustees. The Each Company will be responsible for assisting the Board of Trustees of the Fund in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)this Agreement, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the each Company to inform the Board whenever Variable Contract owner Owner voting instructions are disregarded by the Companydisregarded. These responsibilities will be carried Each Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the its Variable Contract ownersOwners. 5.34.3. If a majority of Each Company agrees that in the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines event that a material irreconcilable conflict exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as it is determined by a majority of Independent Trustees), will take any steps necessary to remedy the Board of Trustees of the Fund or eliminate a majority of the irreconcilable material conflict, which may include: Fund's disinterested Trustees that a material (a1) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include another Fund Series of the Trust Fund, or another investment company, (b) submitting the question as to of 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.I.E., Contract Owners of Variable Contract owners of Contracts issued by one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the a Company’s 's decision to disregard Variable Contract owner Owners' voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the that Company may shall be required, at the election of the TrustFund's election, to withdraw its Separate Account’s Accounts' investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Fund shall neither be required to take bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such remedial action costs. In addition, no Variable Contract Owner shall be carried required directly or indirectly to bear the direct or indirect costs or remedial actions taken to remedy a material irreconcilable conflict. A new funding medium for any Variable Contract need not be established pursuant to this Section 4.3, if an offer to do so has been declined by vote of a majority of Variable Contract Owners materially adversely affected by the irreconcilable material conflict. All reports received by the Fund's Board of Trustees of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies and the Fund's investment adviser of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board of Trustees of the Fund or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. Each Company and the Fund shall carry out their responsibilities under this Section 4.3 with a view only to the interests of the Variable Contract ownersOwners. 4.4. For the purposes The Board of this Section, a majority Trustees of the Independent Trustees Fund shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but promptly notify each Company in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote writing of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s its determination of the existence of a an irreconcilable material irreconcilable conflict and its implications shall be made known promptly and in writing to the Companyimplications. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.1. 5.1 The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. 5.2 The Company will report any potential or existing conflicts to the Board. The Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, to withdraw its Separate Account’s investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. 5.5 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.14.1. The Fund's Board of Trustees of the Trust (the “Board”) will shall monitor the Trust Fund for the existence of any material irreconcilable conflict (1) between the interests of the Variable Contract owners of variable annuity contracts and variable life insurance policies, and (2) between the interests of owners of Variable Contracts ("Variable Contract; Owners") issued by different Participating Insurance Company Separate Accounts investing Companies that invest in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust Fund or any Series are being managed; or (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersOwners. 5.24.2. The Company will report agrees that it shall be responsible for reporting any potential or existing conflicts to the BoardFund's Board of Trustees. The Company will be responsible for assisting the Board of Trustees of the Fund in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)this Agreement, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner Owner voting instructions are disregarded by the Companydisregarded. These responsibilities will be carried The Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the Variable Contract ownersOwners. 5.34.3. If The Company agrees that in the event that it is determined by a majority of the Trust’s Board of Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines the Fund that a material irreconcilable conflict exists, affecting the CompanyCompany shall, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe Trustees of the Board of the Fund), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may include: including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include another Fund series of the Trust Fund, or another investment company, (b) submitting the question as to of 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., Contract Owners of Variable Contract owners of Contracts issued by one or more Participating Participating' Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, ; and (d2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s 's decision to disregard Variable Contract owner Owners' voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may shall be required, at the election of the TrustFund's election, to withdraw its the Separate Account’s Accounts' investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Fund shall neither be required to take bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such remedial action costs. In addition, no Variable Contract Owner shall be carried required directly or indirectly to bear the direct or indirect costs of remedial actions taken to remedy a material irreconcilable conflict. A new funding medium for any Variable Contract need not be established pursuant to this Section 4.3, if an offer to do so has been declined by vote of a majority of Variable Contract Owners who would be materially and adversely affected by the irreconcilable material conflict. The Company and the Fund shall carry out their responsibilities under this Section 4.3 with a view only to the interests of the Variable Contract ownersOwners. 4.4. For the purposes The Board of this Section, a majority Trustees of the Independent Trustees Fund shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, promptly notify the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote in writing of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s its determination of the existence of a an irreconcilable material irreconcilable conflict and its implications shall be made known promptly and in writing to the Companyimplications. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “Board”) will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11August 3, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821IC-27921; File No. 812-13353), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the CompanyLIFE COMPANY’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or Sentinel Asset Management, Inc. (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company shall submit to TRUST will request from the Board LIFE COMPANY such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted requested more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.17.1. If and to the extent that the Trust engages in mixed and shared funding as contemplated by exemptive relief provided by the SEC and applicable to the Trust, this Article VII shall apply. 7.2. The Board of Trustees of the Trust (the “"Trust Board”") will monitor the Trust for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity and contract owners, variable life insurance contract owners owners, and trustees of qualified pension or by contract owners of different Participating Insurance Companiesretirement plans; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners; or (g) if applicable, a decision by a qualified pension or retirement plan to disregard the voting instructions of plan participants. The Trust Board shall promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. A majority of the Trust Board shall consist of Trustees who are not "interested persons" of the Trust. 5.27.3. The Company will report any potential or existing conflicts has reviewed a copy of the Mixed and Shared Funding Order, and in particular, has reviewed the conditions to the Boardrequested relief set forth therein. The Company will be responsible for assisting agrees to assist the Trust Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Order, by providing the Trust Board with all information reasonably necessary for it the Trust Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Trust Board whenever Variable Contract owner voting instructions are disregarded disregarded. The Trust Board shall record in its minutes or other appropriate records, all reports received by the Company. These responsibilities will be carried out it and all action with regard to a view only to the interests of the Variable Contract ownersconflict. 5.37.4. If it is determined by a majority of the Trust’s Trustees Trust Board, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany shall, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: disinterested (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any relevant Fund thereof and reinvesting those such assets in a different investment medium, which may include including another Fund Fund, or in the case of the Trust or another investment company, (b) insurance company participants submitting the question as to whether such segregation should be implemented to by a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable annuity Contract owners or life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.5. If a material irreconcilable conflict arises because of the Company’s decision to 's disregard Variable of voting instructions could conflict with the majority of Contract owner 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 election of the Trust's election, to withdraw its the Separate Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Separate Account, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Any such withdrawal and termination shall take place within six months after written notice is given that this provision is being implemented, subject to take applicable law but in any event consistent with the terms of the Mixed and Shared Funding Order. Until such remedial action withdrawal and termination is implemented, the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of disinterested Trustees. 7.6. 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 Separate Account's investment in the Trust and terminate this Agreement with respect to such Separate Account within six months after the Trust informs the Company of a material irreconcilable conflict, subject to applicable law but in any event consistent with the terms of the Variable Contract ownersMixed and Shared Funding Order. Until such withdrawal and termination is implemented, the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of disinterested Trustees. 7.7. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees disinterested members of the Trust Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust or the Underwriter be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the material irreconcilable material conflict. 5.47.8. The Trust Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall implication will be made known promptly and in writing to the Company. 5.57.9. No less than annually, the The Company shall at least annually submit to the Trust Board such reports, materials materials, or data as the Trust Board may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it the Trust Board by these Conditions. Such the Mixed and Shared Funding Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trust Board. 7.10. 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 Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Order, the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) f a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision to Company To disregard Variable Contract owner voting instructions, instruct9ions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and. conditions materially different from those contained in the Exemptive Order, then the 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. 5.16.1 The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the '40 Act and the rules thereunder to the extent necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The Board terms of Trustees such exemptive order (the "Mixed and Shared Funding Exemptive Order"), require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Trust (Mixed and Shared Funding Exemptive Order and those provided for in this Article, the “Board”) conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement. 6.2 The Fund's Board will monitor the Trust Fund for the existence of any material irreconcilable conflict between and among the interests of the Variable Contract owners of all Participating Insurance Company Separate Accounts Companies and of Plan Participants and Plans investing in the TrustFund, and determine what action, if any, should be taken in response to such conflicts. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, includingwhich may include: (a) an action by any state insurance regulatory authority actionauthority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust Fund are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract ownersowners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants. 5.2. 6.3 The Company will report any potential or existing conflicts to the Board. The Company will be responsible for assisting obligated to assist the Board in carrying out its duties and responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for it 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 it has determined to disregard Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 6.4 If a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) Board members, determines that a material irreconcilable conflict exists, affecting exists with regard to contract owner investments in the CompanyFund, the CompanyBoard shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its expense sole cost and expense, and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested Board members), will take any steps such action as is necessary to remedy or eliminate the irreconcilable material conflict, which . Such necessary action may includeinclude but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust Fund, 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 Contract variable annuity or variable life insurance contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (dc) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of the Company’s 's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, Fund to withdraw its the Separate Account’s 's investment in the TrustFund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionArticle, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, conflict but in no event will the Trust Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section Article to establish a new funding medium for any Variable Contract Contracts if 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. 5.4. 6.5 The Board’s 's determination of the existence of a an irreconcilable material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. 6.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditionsits obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems Board. 6.7 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. 6.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.I.E., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of Shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “Board”) will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “Notice”) (Investment Company Act Release No. IC-2782121003), , by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the CompanyLIFE COMPANY’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust Portfolios for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate all Accounts investing in the TrustPortfolios and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance CompaniesContract owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners. The Board will promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will be responsible for assisting agrees to assist the Board in carrying out its responsibilities under the Conditions set forth responsibilities, as delineated in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for it the Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable it has determined to disregard Contract owner voting instructions are disregarded by the instructions. The Company. These 's responsibilities hereunder will be carried out with a view only to the interests interest of the Variable Contract owners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent Trustees”) determines directors, that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested directors), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolios and reinvesting those such assets in a different investment medium, which may include another Fund subject to the requirements of Section 26(c) of the Trust 1940 Act, 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner 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 election of the TrustFund's election, to withdraw its Separate the affected Account’s 's investment in the TrustPortfolios and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and no termination will be limited to the extent required by 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. 7.5. The responsibility to take such remedial action shall be carried out with If a view only material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the interests 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 Variable Contract ownersdisinterested directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall disinterested members of the Board will determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust Fund or the Distributor be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall will not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the material irreconcilable material conflict. 5.47.7. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall 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 obligations duties imposed upon it by these Conditions. Such as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials, materials and data shall will be submitted more frequently if deemed appropriate by the Board deems Board. 7.8. The Fund and the Distributor 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: (a) the Fund and/or the Participating Insurance Companies, as appropriate, 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. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “"Board”") will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “"Notice”") (Investment Company Act Release No. IC-2782121003), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: , (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s 's investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company shall submit to TRUST will request from the Board LIFE COMPANY such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted requested more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “"Board”") will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “"Notice”") (Investment Company Act Release No. IC-2782121003), which LIFE COMPANY has reviewed, by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s 's investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.14.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.I.E., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.5. No less than annually, the 4.7 The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably reasonable request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the 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. 5.1. The Board of Trustees of the Trust (the “"Board”") will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Life Company will report any potential or existing conflicts to the Board. The Life Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “"Notice”") (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Life Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Life Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. If a majority of the Trust’s 's Trustees or a majority of its disinterested trustees (“"Independent Trustees”") determines that a material irreconcilable conflict exists, affecting the Life Company, the Life Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: : (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Life Company’s 's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Life Company may be required, at the election of the Trust, to withdraw its Separate Account’s 's investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Life Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Life Company. 5.5. No less than annually, the Life Company shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “Board”) will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “Notice”) (Investment Company Act Release No. IC-2782121003), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the CompanyLIFE COMPANY’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB BD (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.14.1 The parties acknowledge that a Portfolio's shares may be made available for investment to other Participating Insurance Companies. The Board of In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trust shall promptly inform the Company of any determination by the Trustees that an irreconcilable material conflict exists and of the implications thereof. 5.2. 4.2 The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Shared Funding Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by instructions. All communications from the Company. These responsibilities will be carried out with a view only Company to the interests Trustees may be made in care of the Variable Contract ownersTrust. 5.3. 4.3 If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its the disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its own expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation withdrawal should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating withdrawal of the assets of any appropriate group (i.e.i.e. , Variable Contract 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, (c) or offering to the affected Variable Contract owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. . 4.4 If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 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 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the disinterested Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract owners. Trust. 4.6 For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. In the event that the Trustees determine that any Variable Contract. Furtherproposed 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 not be limited to the extent required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined such material irreconcilable conflict as determined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflictdisinterested Trustees. 5.4. 4.7 The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it them by these Conditions. Such the Shared Funding Exemptive Order, and said reports, materials, materials and data shall be submitted more frequently if reasonably deemed appropriate by the Board deems Trustees. 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 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. 5.1This Article VI is subject to, and limited in its entirety by, the terms of the Shared Funding Order, and shall apply only upon the sale of shares of any Fund to a variable life insurance separate account, and then only to the extent required under the 1940 Act. Section 6.1. The Trust represents that the Board of Trustees of the Trust (the “Board”) will monitor the Trust Funds for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the TrustFunds. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiespolicy owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract owners. The Board shall promptly inform Company in writing if it determines that an irreconcilable material conflict exists and the implications thereof. 5.2Section 6.2. The Company will report any potential or existing conflicts material irreconcilable conflict of which it is aware to the Board. The Company will be responsible for assisting assist the Board in carrying out its responsibilities under the Conditions relevant provisions of the federal securities laws, including Rule 6e-3(T)(b)(15), and the conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Shared Funding Order, by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3Section 6.3. If it is determined by a majority of the Trust’s Trustees Board, or a majority of its disinterested trustees (“Independent independent Trustees”) determines , that a material irreconcilable conflict exists, affecting the Company, then the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees)practicable, will take any whatever steps it can which are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust or another investment company, (b) or submitting the question as to whether such segregation withdrawal should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group or class (i.e., Variable Contract owners of one or more Participating Insurance Companiesparticipating insurance companies) that votes in favor of such segregation, withdrawal; or (c) offering to the affected Variable Contract owners the option of making such a change, and (db) establishing a new registered management investment company or managed separate account. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Contract owners. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust's election, to withdraw its the affected Separate Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Separate 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 independent Trustees of the Board. Any such withdrawal and termination must take place within 6 months after the Trust gives written notice that this provision is being implemented, and no until the end of that 6 month period, the Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Funds. No charge or penalty will be imposed as a result of such withdrawal. The responsibility If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to take the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Separate Account's investment in the Fund and terminate this Agreement with respect to such remedial action Fund within 6 months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of the Variable Contract ownersindependent trustees of the Board. Until the end of the foregoing 6 month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Funds. Section 6.4. For the purposes of this SectionSection 6.4, a majority of the Independent independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section 6.4 to establish a new funding medium for any Variable Contract if any an offer to do so has been declined by a vote of a majority of Variable Contract owners affected in a materially affected adverse manner by the irreconcilable material conflict. 5.4. The Board’s determination 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 affected Separate Account's investment in the Fund and terminate this Agreement with respect to the Fund within 6 months after the Board informs the Company in writing of the existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companyindependent Trustees. 5.5Section 6.5. No less than Company, at the request of the Board will, at least annually, the Company shall 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 it them. All reports received by these Conditions. Such reports, materialsthe Board of potential or existing conflicts, and data all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be submitted more frequently if properly recorded in the minutes of the Board deems or other appropriate records, and such minutes or other records shall be made available to the SEC upon request. Section 6.6. If and to the extent any mixed and shared funding order or any amendment thereto contains terms and conditions different from Article VI of this Agreement, then the Fund and/or the Company, as appropriate, shall take such steps as may be necessary to comply with the mixed and shared funding exemptive order, and 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. If and to the extent that Rule 6e-2 and 6e-3(T) are amended, or Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed and shared funding on terms and conditions materially different from those contained in the Shared Funding Order, then (a) the Fund and/or the Company as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) 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. Section 6.7. The Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation, and of any material change in the Trust's registration statement, particularly any change that could result in a change to the registration statement or prospectus for any Separate Account or a Contract. The Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual update for such prospectuses.

Potential Conflicts. 5.14.1. The Board of Parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of all Participating Insurance Company Separate Accounts investing in the TrustCompanies. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.24.2. The Company will agrees to promptly report any potential or existing conflicts of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), Exemptive Order by providing the Board Trustees with all information reasonably necessary for it the Trustees to consider any issues raised. This responsibility includesraised including, but is not limited to, an obligation non-privileged information as to a decision by the Company to inform the Board whenever Variable disregard Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersinstructions. 5.34.3. If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent independent Trustees”) determines , that a material irreconcilable conflict exists, affecting exists that affects the Companyinterests of Contract owners, the CompanyCompany shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the Trustees), will ) take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may steps could include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund of the Trust Trust, or another investment company, (b) submitting the question as to of whether or not such segregation as described below should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, and having their assets segregated; or (dc) establishing a new registered management investment company or managed separate account. 4.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such 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 independent Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that such an election has been made. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 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, to then the Company will withdraw its Separate the affected Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will termination shall be imposed limited to the extent required by the foregoing material irreconcilable conflict as determined by a result majority of the independent Trustees. Until the end of such withdrawal. The responsibility six (6) month period, the Trust shall continue to take such remedial action shall be carried out with a view only to accept and implement orders by the interests Company for the purchase and redemption of shares of the Variable Contract ownersTrust. 4.6. For the purposes of Sections 4.3 through 4.6 of this SectionAgreement, a majority of the Independent independent Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Company be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict and its implications shall be made known promptly and in writing to as determined by a majority of the Companydisinterested Trustees. 5.54.7. No less than annually, the The Company shall at least annually submit to the Board Trustees such reports, materials or data as the Board Trustees may reasonably request so that the Board Trustees may fully carry out the obligations imposed upon it by these Conditions. Such their duties and responsibilities as Trustees; and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trustees. 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 Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable. The provisions of the Article IV shall become effective and shall continue in effect only so long as the Trust operates pursuant to an Exemptive Order that contains conditions substantially identical to those contained in this Article IV. The Company and the Trustee agree to negotiate in good faith any modifications to the provisions of this Article IV that may be necessary or appropriate to comply with the Exemptive Order or any such Rule amendment or adoption.

Potential Conflicts. 5.1. (a) The Board of Trustees of the Trust (the “Board”) will monitor the operations of the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (ai) an action by any state insurance regulatory authority actionauthority; (bii) a change in applicable federal 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; (ciii) an administrative or judicial decision in any relevant proceeding; (div) the manner in which the investments of the Trust any Portfolio are being managed; (ev) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiesowners; or (fvi) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. 5.2. (b) The Company will report any potential or existing conflicts of which it is aware to the BoardTrustees of the Trust. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11Shared Funding Exemptive Order, 2007 sections (the “Notice”a) and (Investment Company Act Release No. IC-27821)b) of this paragraph, by providing the Board Trustees with all information reasonably necessary for it the 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 Variable Contract contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersdisregarded. 5.3. (c) If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees the Trustees who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in this Agreement or any agreement related thereto (“the "Independent Trustees”) determines "), that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany shall, at its expense and to the extent reasonably practicable (as determined by a majority of the Independent Trustees), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (ai) withdrawing the assets allocable to some or all of the Separate Accounts Account from the Trust or any Fund thereof Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Trust, or another investment company, (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract contract owners and, as appropriate, segregating the assets of life insurance contract owners invested in the Account from those of any other appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract contract owners the option of making such a change, ; and (dii) establishing a new registered management investment company or managed separate account. . (d) If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract contract owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the Account's investment in the Trust and terminate this 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 Independent 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 Distributor and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. (e) 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, to then the Company will withdraw its Separate the Account’s 's investment in the TrustTrust and terminate this Agreement within six months after the Trustees inform the Company in writing that they have determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action 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 the Variable Contract ownersIndependent Trustees. Until the end of the foregoing six month period, the Distributor and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. (f) For the purposes of sections (c) through (f) of this Sectionparagraph, a majority of Of the Independent Trustees shall determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall not be required by this Section section (c) to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract contract owners materially adversely affected by the irreconcilable material conflict. 5.4. The Board’s determination 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 existence of a 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 Independent Trustees. (g) If and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annuallyextent 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 Company 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 Trust and/or the Participating Insurance Companies, as appropriate, shall submit 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 Board extent such reportsRules are applicable; and (b) paragraphs 11(a), materials 11(b), 19(a), 19(b), 19(c), 19(d), 19(e) and 19(f) of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such paragraphs are contained in such Rule(s) as so amended or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriateadopted.

Potential Conflicts. 5.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company will report any potential or existing conflicts to the Board. The Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. If a majority of the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, to withdraw its Separate Account’s investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.27.2. The Company will report any potential or existing conflicts to the Board. The Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.37.3. If a majority of the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, to withdraw its Separate Account’s investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.47.4. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.57.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.17.1. If and to the extent that the Trust engages in mixed and shared funding as contemplated by exemptive relief provided by the SEC and applicable to the Trust, this Article VII shall apply. 7.2. The Board of Trustees of the Trust (the “"Trust Board”") will monitor the Trust for the existence of any material irreconcilable conflict between among the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Fund are being managed; (e) a difference in voting instructions given by variable annuity and contract owners, variable life insurance contract owners owners, and trustees of qualified pension or by contract owners of different Participating Insurance Companiesretirement plans; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract owners; or (g) if applicable, a decision by a qualified pension or retirement plan to disregard the voting instructions of plan participants. The Trust Board shall promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof. A majority of the Trust Board shall consist of Trustees who are not "interested persons" of the Trust. 5.27.3. The Company will report any potential or existing conflicts has reviewed a copy of the Mixed and Shared Funding Order, and in particular, has reviewed the conditions to the Boardrequested relief set forth therein. The Company will be responsible for assisting agrees to assist the Trust Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Order, by providing the Trust Board with all information reasonably necessary for it requested by the Trust Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Trust Board whenever Variable Contract owner voting instructions are disregarded disregarded. The Trust Board shall record in its minutes or other appropriate records, all reports received by the Company. These responsibilities will be carried out it and all action with regard to a view only to the interests of the Variable Contract ownersconflict. 5.37.4. If it is determined by a majority of the Trust’s Trustees Trust Board, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany shall, at its expense and to the extent reasonably practicable (as determined by a majority of Independent the disinterested Trustees), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may include: ( a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any relevant Fund thereof and reinvesting those such assets in a different investment medium, which may include including another Fund Fund, or in the case of the Trust or another investment company, (b) insurance company participants submitting the question as to whether such segregation should be implemented to by a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e.I.E., Variable annuity Contract owners or life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners the option of making such a change, and ; or (db) establishing a new registered management investment company or managed separate account. 7.5. If a material irreconcilable conflict arises because of the Company’s decision to 's disregard Variable of voting instructions could conflict with the majority of Contract owner 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 election of the Trust's election, to withdraw its the Separate Account’s 's investment in the TrustTrust and terminate this Agreement with respect to such Separate Account, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility Any such withdrawal and termination shall take place within three (3) months, or longer if there is pending SEC approval of a Substitution Order to take effect the withdrawal, after written notice is given that this provision is being implemented, subject to applicable law but in any event consistent with the terms of the Mixed and Shared Funding Order. Until such remedial action withdrawal and termination is implemented, the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be carried out with a view only limited to the interests extent required by the foregoing material irreconcilable conflict as determined by a majority of disinterested Trustees. 7.6. 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 Separate Account's investment in the Trust and terminate this Agreement with respect to such Separate Account within three months, or longer if there is pending SEC approval of a Substitution Order to effect the withdrawal after the Trust informs the Company of a material irreconcilable conflict, subject to applicable law but in any event consistent with the terms of the Variable Contract ownersMixed and Shared Funding Order. Until such withdrawal and termination is implemented, the Underwriter and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. Such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of disinterested Trustees. 7.7. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees disinterested members of the Trust Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust or the Underwriter be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall not be required by this Section 7.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflictContracts. 5.47.8. The Trust Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall implication will be made known promptly and in writing to the Company. 5.57.9. No less than annually, the The Company shall at least annually submit to the Trust Board such reports, materials materials, or data as the Trust Board may reasonably request so that the Board Trustees may fully carry out the obligations duties imposed upon it the Trust Board by these Conditions. Such the Mixed and Shared Funding Order, and said reports, materials, materials and data shall be submitted more frequently if deemed appropriate by the Board deems Trust Board. 7.10. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3(T) is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Order, the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust Fund (the “Fund Board”) will monitor the Trust Fund for the existence of any irreconcilable material irreconcilable conflict between among the interests of the Variable Contract owners contractowners of Participating Insurance Company Separate Accounts all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 the Trust any Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companiescontractowners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract ownerscontractowners. The Fund Board will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts of which it is aware to the Fund Board. The Company will be responsible for assisting agrees to assist the Fund Board in carrying out its responsibilities under the Conditions set forth responsibilities, as delineated in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for it the Fund Board to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever Variable Contract owner contractowner voting instructions are disregarded by the to be disregarded. The Company. These ’s responsibilities hereunder will be carried out with a view only to the interests interest of the Variable Contract ownerscontractowners. 5.37.3. If it is determined by a majority of the Trust’s Trustees Fund Board, or a majority of its disinterested trustees (“Independent Trustees”) determines trustees, that a an irreconcilable material irreconcilable conflict exists, affecting the Company, the CompanyCompany will, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesthe disinterested trustees), will take any whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which may includeup to and including: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust Fund or any Fund thereof Designated Portfolio and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Portfolio of the Trust Fund, 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 contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners variable annuity contractowners or variable life insurance contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners contractowners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner 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 election of the TrustFund’s election, to withdraw its Separate the affected subaccount of the Account’s investment in the TrustFund and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and no termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested trustees of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. 7.5. The responsibility to take such remedial action shall be carried out with If a view only material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the interests Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected subaccount of the Variable Contract ownersAccount’s investment in the 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 as determined by a majority of the disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. 7.6. For the purposes of Sections 7.3 through 7.6 of this SectionAgreement, a majority of the Independent Trustees shall disinterested members of the Fund Board will determine whether or not any proposed action adequately remedies any irreconcilable material irreconcilable conflict, but in no event will the Trust Fund or the Adviser (or any other investment adviser to the Fund) be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall will not be required by this Section 7.3 to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners contractowners materially affected by the irreconcilable material conflict. 5.47.7. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall 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 obligations duties imposed upon it by these Conditions. Such as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials, materials and data shall will be submitted more frequently if deemed appropriate by the Board deems 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: (a) the Fund and/or the Participating Insurance Companies, as appropriate, 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. 5.1. 5.1 The Board of Trustees of the Trust TRUST (the “"Board”") will monitor the Trust TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TrustTRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, or any similar action by insurance, tax, or securities regulatory authorities; (ce) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Trust TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company 5.2 LIFF COMPANY will report any a▇▇ potential or existing conflicts to the Board. The Company LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust TRUST on May 11April 12, 2007 1995 (the “"Notice”") (Investment Company Act Release No. IC-27821), 21003) by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by the CompanyLIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. 5.3 If a majority of the Trust’s Trustees Board or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict exists, affecting the CompanyLIFE COMPANY, the CompanyLIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trusteesdisinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may includeincluding: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust TRUST or any Fund Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Fund Portfolio of the Trust TRUST or another investment company, (b) company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract Contrac owners the option of making such a change, ; and (db) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company LIFE COMPANY may be required, at the election of the TrustTRUST, to withdraw its Separate Account’s 's investment in the TrustTRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this SectionSection 5.3, a majority of the Independent Trustees disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust TRUST or NB MANAGEMENT (or any other investment adviser of the TRUST) be required to establish a new funding medium for any Variable Contract. Further, the Company LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. 5.4 The Board’s 's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the CompanyLIFE COMPANY. 5.5. 5.5 No less than annually, the Company LIFE COMPANY shall 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 it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board deems appropriateBoard.

Potential Conflicts. 5.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, 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 the Trust are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners. 5.2. The Company will report any potential or existing conflicts of interest in connection with the Fund to the Board. The Company will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821), by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners. 5.3. If a majority of the Trust’s Trustees or a majority of its disinterested trustees (“Independent Trustees”) determines that a material irreconcilable conflict of interest in connection with the Fund exists, affecting the Company, the Company, at its expense and to the extent reasonably practicable (as determined by a majority of Independent Trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, which may include: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Trust or any Fund thereof and reinvesting those assets in a different investment medium, which may include another Fund of the Trust 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, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) offering to the affected Variable Contract owners the option of making such a change, and (d) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Company’s decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Trust, to withdraw its Separate Account’s investment in the Trust, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners. For the purposes of this Section, a majority of the Independent Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Section to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict. 5.4. The Board’s determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to the Company. 5.5. No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if the Board deems appropriate.

Potential Conflicts. 5.17.1. The Board of Trustees of the Trust (the “Board”) will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners Owners of separate accounts of the Participating Insurance Company Separate Accounts Companies investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority actionauthority; (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 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 the Trust any Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companiespolicy owners; or (f) a decision by a Participating Insurance Company an insurer to disregard the voting instructions of Variable Contract ownersOwners. The Trustees shall promptly inform the Company if they determine that a material irreconcilable conflict exists and the implications thereof. 5.27.2. The Company will report any potential or existing conflicts (including the occurrence of any event specified in paragraph 7.1. which may give rise to such a conflict) of which it is aware to the BoardTrustees. The Company will be responsible for assisting assist the Board Trustees in carrying out its their responsibilities under the Conditions set forth in the notice issued by the SEC for the Trust on May 11, 2007 (the “Notice”) (Investment Company Act Release No. IC-27821)Shared Funding Exemptive Order, by providing the Board Trustees with all information reasonably necessary for it the 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 Variable Contract owner Owner voting instructions are disregarded by the Company. These responsibilities will be carried out with a view only to the interests of the Variable Contract ownersdisregarded. 5.37.3. If it is determined by a majority of the Trust’s Trustees Trustees, or a majority of its disinterested trustees (“Independent Trustees”) determines , that a material irreconcilable conflict exists, affecting the Company, the CompanyCompany and other Participating Insurance Companies shall, at its their expense and to the extent reasonably practicable (as determined by a majority of Independent the disinterested Trustees), will take any whatever steps are necessary to remedy or eliminate the material irreconcilable material conflict, which may includeup to and including: (a1) withdrawing the assets allocable to some or all of the Separate Accounts separate accounts of Participating Insurance Companies from the Trust or any Fund thereof Series and reinvesting those such assets in a different investment medium, which may include including (but not limited to) another Fund Series of the Trust Trust, 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 Owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, (c) or offering to the affected Variable Contract owners Owners the option of making such a change, and ; (d2) establishing a new registered management investment company or managed separate account; and (3) obtaining SEC approval. 7.4. If a material irreconcilable conflict arises because of a decision by the Company’s decision Company to disregard Variable Contract owner Owner voting instructions, instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election Trust's election, to withdraw the affected Separate Account's investment in the Trust and terminate this 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 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 (6) month period LFII and the Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 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, to then the Company will withdraw its the affected Separate Account’s 's investment in the TrustTrust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing that they have determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action 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 the Variable Contract ownersdisinterested Trustees. Until the end of the foregoing six (6) month period, LFII and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust. 7.6. For the purposes of Sections 7.3. through 7.6. of this SectionAgreement, a majority of the Independent disinterested Trustees shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for any Variable Contractthe Contracts. Further, the The Company shall not be required by this Section 7.3. to establish a new funding medium for any Variable Contract the Contracts if any an offer to do so has been declined by a vote of a majority of Variable Contract owners 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. 5.4. The Board’s determination , then the Company will withdraw the affected Separate Account's investment in the Trust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing of the existence of a 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. 7.7. If and its implications shall be made known promptly and in writing 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) or terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Trust and/or the Company. 5.5. No less than annually, the Company as appropriate, shall submit 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 Board extent such reportsrules are applicable; and (b) Sections 3.4., materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports3.5., materials7.1., 7.2., 7.3., 7.4., and data 7.5. of this Agreement shall be submitted more frequently if continue in effect only to the Board deems appropriateextent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.